Show Me How You Smile
by LongSean22
Summary: Ilia Amitola had been standing at the edge, looking over the side into the jaws of madness and violence, but Blake and her family had pulled her back, saving her. But what if next time Ilia found herself tempted by that darkness, Blake wasn't there to help her? Was she strong enough to pull herself back? If not, then she needed a new reason to stay in the light.
1. Chapter 1

Gods. Sometimes Ilia forgot how beautiful Menagerie was. Maybe it'd just been easier for her to notice when she was little, the vibrant greens were such a stark contrast to the dull grays and white's of Atlas. The island was always quick to remind her just how much of a paradise it was though, as the sun peaked up over the ocean, bathing the rooftop the chameleon faunus was sitting on in a golden glow, as well as the streets several stories beneath her. Palm trees in the distance swayed gently with the cool morning breeze, along with Ilia's long ponytail, the refreshing wind also grazing over her bare arms and legs, left uncovered by the dark bodysuit she was wearing.

Down below, the first signs of life appeared in the city of Kuo Kuana as faunus of every shape and size began traveling out of their homes. Some were on their way to get breakfast, or perhaps they were getting ready for another long day of hard work, regardless, all of them were oblivious to Ilia watching over them.

The serene vista was a welcome distraction for the chameleon faunus from the events of the last two days. Ilia sighed as she lifted one of her dangling legs from the edge of her perch and rested her chin on her knee, wrapping her spot covered arms around her shin. The escape was nice, but all the pony-tailed girl had to do was crane her head to the right to be reminded of her own handiwork from not even thirty six hours ago. The symbol of her grief and regret; The Belladonna's house, with a big burnt hole in it's roof.

Ilia had loved that house growing up. It was enormous, inside and out, she'd spent hours exploring the massive building with Blake as a kid, a far cry from the rickety old apartment building in Mantle that Ilia had lived in before. She'd practically grown up in that house after the Belladonna's took her in when... when her parents had... after Atlas. They'd raised her like a second daughter, and how had Ilia shown her appreciation? By nearly burning down their home.

Granted, she may not have technically _started_ the fire, but she definitely hadn't done anything to prevent it. No, she'd been too busy stabbing her best friend in the back. Oh wait, was that before or after she'd threatened to kill Blake's parents? Let's see... It was definitely after Ilia had tried to capture Blake and ship her off to her psychotic ex boyfriend. It was a busy day to be fair. Thankfully, the chameleon girl had failed in every one of those attempts that night, but the look in Blake's eyes when Ilia had told her who was waiting for her in Mistral... that would never fade from the spotted girls mind. Though it had only been a couple days ago, Ilia could barely recognize who she was back then. How could she have been so cold and callous? To feel nothing as she stood in front of her oldest friend as Blake begged her not to go through with the White Fang's insane plan.

It all still felt like a nightmare, but that had just been Ilia's life over the last year, being coerced and manipulated by people she thought she could trust. First the White Fang, then Corsac and Fennec, but at the head of all of them was the monster that'd messed with her mind most of all;

_Adam._

Just thinking the name brought back a cold, dull pain that cut across Ilia's back. The chameleon girl reached behind her with her left hand and tenderly rubbed the old aching wounds on her back as best she could reach, trying to quell the panic beginning to swell inside her at the memories of what that maniac had put her through, mentally and physically. She took a deep breath to calm her slamming heartbeat which slowly started to return to normal.

Yes, Adam had done terrible things to Ilia, but was she really any better than him now? The events of the last few days were a grim reminder of just how close the chameleon faunus had been to that same edge her former friend had thrown himself into a long time ago. The darkness that had claimed Adam had been staring her in the eyes, begging her to jump in as well, and Ilia had been standing there with one foot already over the abyss. It had looked like she was about to suffer the same fate as so many other faunus in the White Fang, fallen into a sea of violence for violence sake, with no hope of rescue, but instead she was pulled back to the light, by the very people whose lives she'd been trying to destroy.

It had been Blake that had first managed to knock some sense into Ilia during their fight, Sun had as well, then Ghira, someone who'd been like a second father to her growing up, saved the young reptilian faunus' life from that crumbling balcony. All of that would have been enough for the pony-tailed girl to see she was probably on the wrong side in this fight, but then the family she'd stood against had taken things a step further and **FORGIVEN** her for her crimes as well, for everything, just like that. Kali had even went and offered Ilia her old room to stay in at the Belladonna's estate. Granted it was never really "Ilia's" room, more like it was a guest room the family of faunus had re-appropriated into her room back when she'd been living with them as a child, but the sentiment alone was more than the lizard girl would have ever expected.

For the second time in her life, the Belladonna's had opened their hearts and their home to a wayward and traumatized Ilia. She'd had nowhere to go, no one left to rely on, and Blake and her family still cared enough to keep her safe.

It made Ilia sick to her stomach.

She hadn't gotten much sleep that first night back in that house, and any she did get was a result of the exhaustion from her battle with Blake and Sun. The second night went even worse, despite her bodies demand for sleep, it just would not come. Eventually, Ilia had given up and decided she needed to get out of that house. Sneaking past the guards -or rather, the ones that were left after the White Fang attack- was easy enough thanks to her semblance and her faunus trait of changing colors, and soon enough Ilia found herself free to roam the island paradise that she wasn't sure she belonged on anymore. So the reptilian girl went and found herself a quiet rooftop in central Kuo Kuana and just kind of started staring off into space, wondering why she was still here, still alive even.

She didn't deserve Ghira's mercy, or Kali's kindness, or Blake's... well, she just didn't deserve Blake in general.

_Ugh._

Ilia pulled her knees close to her chest and buried her head between them, feeling the telltale tingle across her body as her skin started to change colors. The usually lightly tanned tone shifted to a sickly green, the small spots all over her body becoming blue, and her reddish brown hair also going blue from her head to the curved tip of her ponytail as guilt and sadness washed over her. Usually Ilia was able to resist these changes easily enough, thanks to years of practice. It was a technique she'd learned at a young age, hiding her true nature, suppressing emotions, anything to blend in among humans, but sometimes, when things really got to her, she slipped up. That wasn't the case right now though, because honestly, in this moment, she really didn't care. Ilia was alone on that roof, there was no one to hide from right now, she could be as miserable as she wanted, and given how things had gone with Blake yesterday, who could blame her?

It had started promising enough, Ilia had been forgiven, she was going to Haven to stand up to the corrupt White Fang, and Blake had asked her to help train the faunus who would be joining them. Menagerie wasn't exactly full of hardened warriors, so the leader of the island militia, Saber Rodentia, had put out a call to anyone with combat experience to help get the inexperienced "army" ready for Haven.

It had been surprising that Blake had asked Ilia to help with this, well, maybe not that surprising. With Corsac imprisoned and Fennec having died in the failed raid, Ilia was probably the best fighter the Fang had on Menagerie. It had been surprising because Ilia had never trained anyone before, she'd never even shown any interest in the idea either, it was just odd that her old friend had come to her of all people. Then again, who else did she know on the island to ask something like this? Regardless, the chameleon girl had just been thrilled to have the chance to help out and atone for what she'd done and Blake had looked so happy when Ilia had agreed, her heart had soared at the sight of the cat faunus' smile. Unfortunately that smile soon faded and Blake told her the two of them needed to talk, namely about Ilia's "confession" the night before.

The pony-tailed faunus' chest tightened at the memory. She'd been so stupid, confessing her feelings for Blake like that, not to mention the way she'd gone about confessing, right after capturing her friend, not exactly great timing. Plus it had been more of a taunt than anything, one last metaphorical twist of the knife she'd plunged into Blake's heart. It would have been better for everyone if Ilia had just kept those thoughts locked away deep down inside herself, like she had for all those years traveling with her cat eared friend. At least then she could have held on to some kind of delusion that she had a chance. That was the worst part though, by far, because somewhere deep down, Ilia had still held out hope that maybe, just maybe, Blake felt the same way about her, but the little chat between the two of them had crushed that dream pretty efficiently.

_"I'll always love you, Ilia, but... only as a friend... I'm sorry."_

Yeah... Blake had actually said that to her. It all amounted to the worlds longest "It's not you, it's me" speech. Though, all things considered, the cat girl had at least had the decency let Ilia down easy. It had been an awkward and embarrassing situation for everyone involved, but ultimately Ilia understood why it had to be this way, and the two of them would always be friends, family practically, and the chameleon faunus promised she'd never forget what Blake meant to her ever again. So after the talk, the two of them had hugged and Ilia did her best to hide her disappointment as the final nail was put into the coffin that had held her crush.

Now what though? Well, as far as the immediate future went, a boat would be arriving in about a week and a half to ferry the faunus to Anima, and from there they'd travel to Mistral. The plan? Stop the White Fang from causing another "Fall of Beacon" scenario. That was enough to focus on for now.

Ilia uncurled herself from the ball she'd pressed herself into, dangling her legs off the side of the building again, leaning back onto her elbows and sighing, her skin and hair returning to their normal colors. She supposed she didn't really have much of a reason to be moping so much. She wasn't going to prison, like Corsac had, the Belladonna's were okay (mostly), and Ilia had Blake back in her life, maybe not the way she'd hoped, but still, she had a lot to be thankful for right now. That was the problem though, it wasn't the present that concerned Ilia, it was the future.

Say they managed to stop the attack on Haven, then what? Would the White Fang disband? If so, then where did that leave Ilia? The Fang had been her whole life for as far back as she could remember, and she honestly wouldn't know what to do with her life without it. Or, say the group didn't disband, would Ilia go back to them? And if she did, who's to say things would end up any differently? The original White Fang had been born with good intentions, but was eventually corrupted from within, kind of like Ilia, she supposed. What was to stop it from eventually happening again? The darkness had almost claimed Ilia once, she'd been teetering and only barely come back, would she be strong enough to resist it a second time? What if next time there wasn't anyone there to pull her back?

As the questions plagued Ilia, there was a sudden sound to her right and the chameleon girl leapt up, her gloved hand immediately going to her whip-blade, "Lightning Lash", at her hip.

"Someone's jumpy," Blake said, raising her hands to show she came in peace as she stood from the crouching position she'd just landed in on the roof, a sly smile on her face.

Ilia lowered her hand as a confusing cocktail of emotions brewed inside her at the sight of her friend, It was like Blake was the first and also the last person she wanted to see right now, if that made sense. The chameleon girl returned the smile as she turned back to the sunrise and retook her seat on the edge. "How'd you find me?" she asked.

Blake walked over and took a sear next to Ilia, making those confusing emotions inside the pony-tailed girl go into overdrive. The cat faunus' hand gripping the side of the building as she sat, her fingers almost tantalizingly close to Ilia's now. "We used to come here all the time, remember? When we were kids we'd come to the village and climb up the sides of the buildings for fun. I think this was actually the first one we ever made it to the top of," Blake smiled and let out a quick laugh, "My dad got really mad when he caught us."

Ilia smiled. She'd almost forgotten about those old days, playing tag in the back alleys and quiet streets after school, exploring the city just because they were kids with nothing better to do. Those were more carefree days, growing up on the island. The two of them almost felt like different people now compared to those adventure seeking kids. They were older, wiser (in Blake's case at least), and more world weary for sure.

"You weren't in your room, so I came to look for you, everything okay?" Blake asked.

Ilia slouched forward, elbows in her lap. "Couldn't sleep. Thinking too much, I guess..."

"Yeah," Blake replied, "it's been... a rough couple of days for everyone I think. Are you nervous about Haven?"

Ilia nodded, "A little... you?" she said, which wasn't a total lie, Haven might not be her biggest concern personally, but it was at the top of everyone else's list right now.

"Maybe, but I just keep reminding myself I'm not alone in this anymore." Blake stared off into the horizon as she went on, "We have good people with us that are willing to fight to save that academy. So right now I guess I'm more anxious than anything." The raven haired girl lowered her head and Ilia could practically see the weight of the world on her friends shoulders. "A lot of faunus are counting on us to succeed, we can't let them down."

"No pressure or anything," Ilia said with a halfhearted laugh, too distracted to really add anything to the conversation. Haven was a big deal, but honestly it was the chameleon girls own doubts and insecurities about her fate that continued to trouble her, as the far off look returned to her eyes.

Blake seemed to notice her friends troubled expression and without warning, placed her hand on the pony-tailed girls shoulder. Thankfully, Ilia was able to resist flinching at the touch, though she did have to consciously order her body not to change colors in reaction. The chameleon faunus turned her head to the hand on her shoulder, then to Blake's worried smile.

"Ilia..." The cat girl started then stopped, "Are we... going to be okay? I know after our talk yesterday-"

"No, it's fine," Ilia interrupted, perhaps a bit more harshly than she intended. The blue eyed faunus took a breath before trying again, her tone more gentle this time, "I just... I think things might be weird for a while, but... we'll be okay. Eventually."

That was all it would take, time. Time to get over Blake, and time for Ilia to find her own place in the world. She just had to be patient, she might not have all the answers right now, but they were out there, they had to be... right?

"I'm glad," Blake said with a smile. "Things have been so crazy lately, but I just wanted the chance to tell you how good it is to see you again, Ilia. I've missed you." Ilia smiled as Blake gave her shoulder a gentle squeeze. She'd missed her too, it'd just been too hard to admit it through all the pain. "And I want you to know," The cat eared faunus continued, "I'm here for you if you ever need anything, and I always will be."

Those words struck Ilia especially hard. She looked into her friends amber eyes, shining even brighter with the morning sun accompanying them, here, on this island paradise the two of them had grown up on, together as best friends, hell, almost as sisters at one point. In that moment the two of them shared, Ilia realized...

...she didn't believe her.

The tightness in the chameleon faunus' chest returned, stronger than ever. To be clear, it wasn't that Ilia thought Blake was lying to her, her friend probably believed and wanted to always be there for her, but something, some bitter voice in the back of Ilia's head, just knew better. Blake would leave again, someday. She'd find another, even more noble cause and disappear from Ilia's life again, and the chameleon faunus couldn't even find it in her heart to blame her. Because, even after all this reconciliation, after all the forgiveness and kindness she'd been given, there was still this little, tiny, microscopic part of Ilia that resented Blake for leaving like she did, and the pony-tailed girl hated that part of herself. That part that just couldn't bring herself to trust people anymore, even someone she once considered a best friend.

Dark thoughts like that had always been a part of Ilia's life. It all started in Atlas, then the injustices the faunus girl had suffered at humanities hand, and then there was what she'd done working for the White Fang, all that had only made those dark thoughts stronger. They had nearly consumed her once, forced her to betray everyone she loved, it was scary, but what scared Ilia more was that without Blake, next time she might not be strong enough to come back.

Ilia wanted so badly to confide in her friend about her fears, but instead she said nothing of them. She was reminded in that moment of what her parents had told her all those years ago when she'd first been enrolled in that Atlas prep school, a lesson that had stuck with her all her life;

_"Show them how you smile, it's only for a while..."_

That message had been drilled into her head. Hide what you are, hide your feelings, just to fit in, to avoid drawing attention. Blake needed Ilia's support right now, not her doubts, she had enough on her plate right now.

So Ilia smiled, that same practiced smile she'd mastered over the years. "Thanks, Blake. I know you will."

The cat faunus seemed satisfied with this and rose to her feet. "Alright then, we should probably get back to the house, the recruits will be arriving at the courtyard pretty soon." She offered Ilia a hand to help her up, which Ilia gladly accepted, and the two nimbly climbed down the building they were on and made their way back to the Belladonna's estate.

Ilia was quiet the whole walk back, stealing glances at her cat eared friend all the while. She still loved Blake, and she knew Blake loved her too... in her own way, but they were different people now. Soon the day would come when Ilia would have to choose her own path to follow, just like Blake would. For now though, the chameleon girl knew she owed her friend and her family more than she could ever repay, and even though she might leave again someday, Blake was here now, and so was Ilia, and that was all that mattered somehow.

So for know, Ilia decided to swallow her personal fears and doubts and focus on the job she'd been given; Getting a bunch of civilians ready for a battle. It wasn't much, certainly not a permanent solution to her problems, but it gave the pony-tailed girl an anchor point in the present, and that would be enough to get her through this.

Eventually, the two faunus returned to Blake's home, the sight of it's burnt roof sent a wave of guilt through Ilia, she swore she could still smell the smoke in the air. Sun was there waiting for them, leaning against the gate to the courtyard with that same carefree look on his face, he'd also volunteered to help with the training. Sun was an okay guy, but Ilia was still slow to trust strangers, even other faunus, but Blake seemed to like him well enough. His personality just didn't blend well with the chameleon girls though, Sun was loud, annoying, a little hyper, cocky, had little regard for personal space, and definitely needed to learn how to button his god damned shirt, but Ilia supposed he had his good points too. Points such as not taking getting stabbed by a certain frustrated and confused "lizard girl" personally. Plus Blake had vouched for him, so Ilia figured he'd give the monkey boy a chance.

After a loud, annoying, but ultimately friendly "good morning" from the tailed faunus, the three of them proceeded through the gateway to the massive courtyard the Belladonna's had graciously allowed to be used as a makeshift training ground. Ilia was honestly shocked at the turnout, hundreds of faunus had shown up and were already running drills with Saber and the rest of Menageries guard. There'd been a little cynic inside the chameleon girl that was convinced that most of the people that'd signed up for this little "rebellion" would drop out after the first day of training, but apparently she'd underestimated the people of Kuo Kuana. Blake seemed thrilled by the support, so did Sun, and Ilia couldn't help but find their optimism infectious.

With that, the three of them split up to their respective groups and began teaching, Ilia trying to do her best to ignore the weird looks she was still getting from the faunus. Most of them knew she was a former White Fang member herself, she'd basically announced it to the entire island when she'd interrupted the chieftains press conference a week or so ago, not to mention she'd been at the Belladonna's the night of the fire, and in a village this small, gossip traveled fast. None of that mattered to the chameleon girl, though, she was kind of used to being an outcast, even among her own people. These faunus didn't need to like her, she just needed to teach, and they needed to learn, simple as that.

That turned out to be more difficult than the pony-tailed girl had expected. Not because of a lack of cooperation on the other faunus' part, but rather it was Ilia's fault. She was good for about an hour or so before her body reminded her that she was functioning on about an hours worth of sleep right now. The blue eyed faunus found herself fighting to resist yawning all morning, luckily this wasn't the first time she'd had to work with little to no sleep. Besides, nothing guaranteed a good nights sleep like not getting any the night before.

_If only that was how it worked,_ Ilia thought despairingly as she effortlessly swiped the legs out from under the faunus she was sparring with, placing the rubber tip of the practice spear at his neck as he fell onto his back.

Ilia huffed in exasperation, how hard was it to learn a simple thrust counter into a low seep on a reverse grip? These people still had a long way to go before they'd be ready to defend Haven. If they couldn't take down Ilia when she was half asleep, what chance would they have against a wide awake White Fang member? Then again, it was only the second day of training for a lot of these folks, and who knows, with a little more practice, and the right teacher, anything was possible, she supposed.

It was weird, Ilia had never really considered herself much of a "mentor" type, but despite her initial misgivings about this job, she found herself enjoying the role she'd been thrust into. Teaching was oddly fulfilling to her in a way, using the lessons the White Fang had taught her for good instead of evil. Then again, like she'd noted before, it had only been two days, so maybe she was getting ahead of herself.

The faunus Ilia had dropped to the ground so easily sat up with a discouraged look on his face. Ilia offered the man, who was probably a little older than her, a hand to help him stand. "You'll get it," she said with an optimistic smile, "practice makes perfect, right?" The cat eared man gratefully took the hand and was pulled to his feet, his spirits seeming to rise with his body. Again, Ilia felt that odd feeling of fulfillment at the determination in his eyes.

The chameleon faunus squared up to go again, but was stopped when she heard a deep voiced yelp behind her, followed by a loud "thud". Ilia turned to look, as did the rest of the faunus practicing in her group, that's just how loud the impact was. The pony-tailed girl was surprised to see one of her more promising "students" (it still felt so weird to call them that) laying flat on his back, groaning on the ground. Ilia had referred to him as "one of her best" chiefly because of the guys sheer size, he was a giant of a ram faunus, all muscle from his horns to his feet. Ilia couldn't come up with her name at the moment, she wasn't particularly close with any of these new faces yet, but whoever he was, it looked like his sparring partner had just dropped him like a sack of manure. When the chameleon girl looked to see who that was, she was even more surprised.

The scrawny looking rabbit faunus standing tall over her much larger opponent looked terrified for a second at what she'd done, dropping her staff and crouching to check on the ram faunus below her. Then long eared girl realized she'd attracted the attention of everyone in their section of the courtyard. The lightish brown haired girl looked around at all the faunus staring at her, Ilia included, before smiling sheepishly at everyone and then just kind of awkwardly waving? The rest of the faunus in attendance looked from the girl, to the much larger boy on the ground in shock, before a small round of applause started up for the rabbit faunus. The frazzled girl just kept smiling as her cheeks lit up crimson, before desperately trying to lift the ram boy to his feet. The giant seemed a little out of it, but ultimately appeared to be okay, as the rest of the group went back to training. All except for Ilia that is.

The pony-tailed chameleon just kept staring at the rabbit eared girl as the flustered faunus stammered out apology after apology to her partner as he finally got to his feet, standing almost a foot and a half taller than the girl. Ilia just couldn't take her eyes off this faunus she'd never seen before, her short caramel colored hair, honey colored eyes, and the big smile she wore as her ram partner congratulated her as well.

This girl... there was something about her... Ilia just couldn't put her finger on it.

Suddenly, the rabbit eared faunus turned around and locked eyes with Ilia. The chameleon girl froze, the rabbit faunus seemed to as well, and for a moment, the two were just transfixed on each other, deer's in each others respective headlights. Then she gave Ilia a stunning smile, and pony-tailed faunus felt her heart practically explode from her chest. Her body stiffened and her eyes went wide, before she quickly spun around to face the opposite direction. Everything in Ilia's body felt like it was humming, her heart still pounding loudly.

"Are.. you okay?" her patiently waiting partner asked, giving his trainer a strange look.

Ilia was about to ask what he meant, when she noticed the spots on her forearms were glowing a light pink, the ones on her shoulders as well, and if she had to guess, so were the ones on her cheeks and forehead. Mortified by this, the chameleon faunus closed here eyes and took a deep, calming breath and she felt her colors return to normal, her pulse returning to normal as well.

Ilia looked at the now normal spots on her hands in confusion for a moment, before looking back at her cat eared partner. "I'm fine. It's nothing. Let's get back to work," the pony-tailed girl mumbled, before squaring up again with her practice weapon, though now she could say her focus was completely gone.

_What the hell was that?_ Ilia wondered to herself. It wasn't like her to get so... entranced by someone she never even met. It wasn't like Ilia wasn't acutely aware that she found the girl attractive, this was just kind of... different. Even as she got back into her routine with the cat faunus, she couldn't get the unintentional mental snapshot she'd taken of the rabbit girls smile out of her head, just thinking about it made Ilia have to make an effort not to change colors again.

Well, at the very least, Ilia didn't feel tired anymore.

* * *

**SEVERAL HOURS EARLIER**

An alarm blared to life in the dark, making a pair of golden eyes open quickly, before they instantly started to close again. From beneath a pile of blankets, a pair of caramel colored rabbit ears popped out and twitched with annoyance. A hand moved out from the mass of covers, reaching feebly for the scroll that was beeping obnoxiously on the nightstand next to the bed. After swatting the wooden surface seven or eight times unsuccessfully, they finally managed to get a hold of the scroll and quickly silenced the infernal device.

After a long, over-dramatic groan, the blankets were thrown off revealing a half asleep teenage rabbit faunus laying sprawled out on the mattress. The long eared girl rose slowly, sitting on the edge of her bed. The short haired teen stared disdainfully out her bedroom window at the sun just barely peaking over the horizon. She wished she could burn 5am to the ground. Who the hell even got up this early? Crazy people, that's who. Insane sadists that existed only to perpetuate the ridiculous notion that anyone deserved to be awake at this hour.

Okay, she was exaggerating... and stalling, it was time for her to get up, after all, she had an important day ahead of her. With a seemingly massive amount of effort, willpower, and yet another long, drawn out groan, the rabbit eared girl rose to her feet and dragged her body out of her room. She stood in the doorway and gave one last, longing look at her warm, comfy bed, before finally walking away. Thankfully after a quick shower, and getting dressed in her usual outfit -a red t-shirt over a dark colored tank top, and a pair of brown cut off shorts- she was feeling a bit more like herself.

The rabbit girl crept down the stairs of her home and towards the kitchen to grab a quick breakfast before she left. As usual the fridge was practically overflowing with the fresh produce her family grew. She spotted a couple of juicy looking apples and stuffed them into her shorts pockets, she could eat on her way, best to get out of here before she was seen by-

"You're up early."

The voice behind the rabbit faunus made her jump about a foot in the air before spinning around to see her father sitting at their kitchen table. The elder faunus chuckled as he set down the newspaper he'd been reading, "Good morning, Carmella," he said as he removed his reading glasses, setting them on the table. "It's nice to see you out of bed before noon for a change. What's the occasion?"

Carmella sighed at getting caught so easily, not really wanting to get into this again so early. "I'm just... you know... today's the first day of training for Haven, so..." Technically, training had started yesterday, but that had just consisted of introductions and stuff. Also said meeting had taken place at a reasonable time of day, not at the crack of god damned dawn. In case it wasn't obvious, Carm was not a morning person.

As soon as his daughter brought up Haven, Carmella's father's face turned serious, his own long, drooping with age, rabbit ears twitching thoughtfully. "Oh," was all he said at first and Carmella desperately hoped that would be the end of it. "You're still thinking about doing that, huh?"

The rabbit girl sighed loudly. "Dad, we talked about this, I'm not 'thinking' about doing anything, I'm going," she said sternly.

"I know, I know, I just worry is all," the elder faunus said, "I know you feel like you have to do this, but there are other ways you could help the cause besides fighting, you know."

Carmella closed her eyes and pinched the bridge of her nose in frustration. "Dad, I don't know how else to explain this to you. I can't understand why you and mom are making such a big deal about this. I'm the exact same age Phyll was when he first started training for the guard. Why is it such a big deal that I want to learn to fight too?" Carm asked.

The rabbit girls father shifted in his wooden chair. "That's different. You're older brother is... he's... you know, he's not-"

"A girl?" Carm added with a hint of aggravation.

The two faunus sat in silence for a moment. It was a rude assumption, but they both knew it was the truth. Her parents seemed insistent on treating her like she was completely incapable of defending herself or even learning how to, they'd grown up in a "different time" as the older faunus' had put it.

The older faunus was the first to speak up again, "Carmella, you're not just 'a girl', you're my little girl, and there's no reason for you to throw yourself into a fight that isn't yours just because someone asked you to." The middle aged man stood, "There's always work to be done here on the farm, we could use another hand with the crops for starters. It might not be as exciting, but it's good honest work, but most importantly, it's safe."

Carm leaned back against the countertop behind her, crossing her arms. "This isn't about what's 'exciting, or 'safe'. I just... I don't know... I HAVE to do this. The White Fang is hurting people, and what happened a couple nights back proves that not even other faunus are safe from them anymore."

"Carmella, the White Fang are a bunch of fanatics, they-"

"That's why someone has to stop them!" Carm said sharply, trying her best not to shout lest she wake up the rest of her family. Her father didn't say anything in response, he just wore the same crestfallen expression he'd been wearing, though now sightly more so. The rabbit girl took a breath before continuing, "I have to fight, dad. If I don't, and things keep going the way they are, eventually the White Fang won't care about whether I'm anyone's 'little girl' or not, I'll just be another target, we all will."

It was then that Carmella realized she'd unconsciously balled her hands into fists. She relaxed her grip and stepped towards her dad. "I know what the White Fang is capable of now, they've shown all of us, and yeah, it scares me, but that's exactly why I have to do something. Not for some cheap thrill, or even for me, I'm doing this for all of us." The younger faunus closed the remaining distance between her dad and herself with a tight hug. "I'm scared... but I'd be less afraid if you guys could just understand why I'm doing this, and believed in me a little..."

Carmella's father returned the embrace, and took a deep breath as he held his child close. "Gods, you're just..." the elder faunus squeezed his daughter a little tighter, "you're just growing up a little too fast on me, Parsnip."

The rabbit girl let out a small laugh at the old nickname. Back when she was a kid, she'd lost her two front teeth right around the time her parents had been teaching her about the kinds of vegetables they grew. Toothless little Carmella had difficulty pronouncing certain ones, in particular, parsnip. "Parslip" and "Parsip" where among the ones her dad found especially adorable, and a nickname was born, lasting well into Carm's teen years.

"I know you're right though, as much as I don't want to admit it," Carm's dad went on, not letting go just yet. "So I'm going to trust you, both me and your mom will. You go do what you have to, and we'll be right here if you ever need us." Carmella smiled in her father's arms. "Just promise us you'll be safe, and don't get involved with anyone too dangerous." The younger faunus looked into her fathers eyes and agreed. The two of them held onto each other for a little while longer, before Carmella had to be on her way, promising to be home for dinner.

Carmella walked briskly down the path leading to the chieftains home, feeling a little better about the situation after her talk with her dad. She'd meant what she said, about doing this for more than just herself, but deep down there was a part of her that was down right giddy about getting to go to Mistral in general. Don't get her wrong, Menagerie was fine, a little crowded maybe, but it's biggest crime was that it was boring. She'd lived here all her life, been born only twenty minutes from the only home she'd ever lived in, and she'd been okay with that for a while, but she wanted to see the rest of the world, and if she was lucky, get to help defend it.

Huntsman and Huntresses didn't come to Menagerie often, especially not human ones, but every once in a while one would make port here, and the island would practically light up with excitement. Menagerie was only able to survive as a country thanks to trade, and Huntsmen usually had deep pockets. Whenever news spread of one coming to the faunus paradise, all the shopkeepers and weapon smiths put there best items on display, hoping to capitalize on the valuable customer, but Carm was interested in them for completely different reasons. They always told the best stories, about slaying monsters, fighting crime, and just being so... cool! She'd never told anyone this, but Carmella wanted to be just like them, strong, reliable, and helping others, that was the kind of life she wanted.

However, fate seemed to have different plans for the young faunus, placing her on the one land mass on Remnant that didn't have an officially licensed Huntsmen academy. Carm had begrudgingly accepted this, there was always the islands guard she could apply for after all, not nearly as awesome, but they did a lot to protect the faunus on this island. Plus, she already had an in with them, her brother, Phyll.

Phyll was... well he was a huge dork, but in a cool way? He was a good big brother, Carmella had always looked up to him, and those feelings only grew once he'd be accepted into Menagerie's guard. The taller rabbit faunus joined up about eight years ago, under the tutelage of the guards leader, Saber Rodentia, as he began molding Phyll into a warrior... or trying to at least. Obviously, the young Carmella had been eager to follow in his footsteps, and without letting their parents know, he'd already been giving his little sister combat training on the side. It wasn't much, but Carmella was thrilled to have it. She doubted she could take down a Grimm or anything at this point, but maybe a mugger if she had to? So yeah, it wasn't her dream job, but it was as close as Carm thought she would ever get, until that day...

"Your chieftain needs you! you're people need you!"

That was the call for help that made Carm's rabbit ears shoot up during another boring day of manning her families produce stand in the marketplace. Abandoning her post -only for a second! Sorry, Dad!- she followed her impressive hearing to a black haired girl with cat ears calling out for volunteers to join a group to defend Haven Academy from a pending White Fang attack. The young rabbit faunus' golden colored eyes practically lit up at the idea.

Traveling to an actual kingdom? Stopping actual criminals? Saving lives? A free boat ride? It sounded too good to be true!

The cat eared girl held out a scroll to get signatures, and Carmella started vigorously nodding her head, ready to sign up. but then she noticed the looks the other faunus were giving each other. They were afraid, or at the very least hesitant to join, and those looks crushed Carm's confidence pretty quickly. Was she about to make a hasty decision? What made her think she could fight the White Fang? She was no one, just a girl working a farm stand in the middle of nowhere. Not a huntress, not even a warrior. With that thought, Carm had slipped back out of the crowd and sullenly retook her rightful place behind the counter of her stand. That was where she belonged after all, who was she to go against fate?

Then the Belladonna's house caught fire.

Carm didn't know the chieftain or his family personally, but when the big house started burning in the middle of the night two days ago, every faunus on the island knew about it. Carmella had been there to see it herself, having woken up smelling the smoke, then following the crowds of people headed in the direction of the estate. Being there, seeing the White Fang members in person with there sinister masks and dark hoods, it made the whole thing finally feel real to the rabbit girl, to all the faunus, she imagined.

They'd tried to kill the chieftain and his family for speaking out against the Fang. People were dead because of them. Their daughter, the same cat eared girl from the market Carm noticed, gave a great speech that night trying to rally the citizens of Kuo Kuana, but Carmella was already sold, she was going. Fate had knocked on her door once and she'd ignored the call, and good people had gotten hurt, that wouldn't happen again, and she wasn't the only one that felt that way apparently.

_Speaking of which, _Carmella thought to herself as she arrived at a series of small huts alongside the road. The rabbit faunus stopped in front of one of the homes, pulled out an apple and took a bite, then checked the time on her scroll. Where was he? Was he running late? Or maybe Carm was just early? That'd be a first. More likely, she'd overslept and her friend had decided to leave without-

Suddenly the door to the hut swung open and out stepped a tall, muscle bound, ram faunus in peach colored cargo pants and a white shirt, a pair of curled horns sticking out of his messy, dark colored hair. "Mornin' Mata!" Carm said cheerfully, "What took you... so..." Then the rabbit girl noticed the sullen look on Mata's face as he exited the house without a word. Another faunus appeared in the doorway behind him, a much older ram one with smaller horns, her eyes were puffy, like she'd been crying. Carmella immediately recognized her as Mata's mother, the older faunus giving her son and Carmella one final, sad look before closing the door.

The rabbit girl looked to her friend, his face a portrait of guilt as he turned away from his home and to Carmella. "Hey, Carm," he said lifelessly as the two began walking side by side in silence.

Carmella had known Mata since Preschool, both of them having been born on Menagerie. They weren't friends right away though, Mata was always a big dude, standing tall over all of his classmates as far back as Carm could remember, and she, along with everyone else, was a little intimidated of the boys size. The truth however, was that Mata was just a shy, kind, gentle guy who'd rather save a bug from drowning in a puddle that squish it on the sidewalk.

Seeing the big faunus so down was hard for Carmella. She imagined Mata had the same kind of chat with his mom that Carm had with her dad, but it had gone less well. Which wasn't hard to understand, seeing as the two ram faunus were all each other had left these days. That meant that Mata's mom was extra protective of her son, she always had been, especially ever since his brother left Menagerie seven years ago.

Mata's head hung low as he walked next to the smaller rabbit faunus. Carmella reached into her pocket and pulled out the second apple she'd grabbed, and with a smirk, tossed it at the ram faunus. "Think fast," she said.

The startled Mata fumbled with the fruit two or three times before finally catching it in one of his massive hands. Once he'd wrangled the apple, the ram boy studied it a moment before smirking and taking a huge bite, easily the size of three of Carm's combined. "Thanks," he said after swallowing.

Carmella smiled up at him and said, "No prob!" A snack always helped make everything better. "Sooooo... how's your mom doing?"

Mata swallowed another big bite before answering, "She's... okay. She's just worried I'll run off like Arbol did."

The rabbit faunus turned the remaining half of her apple in her hand absentmindedly, not wanting to pry, but knowing that sometimes talking about your problems could help even more than food did. "Do you... think he'll be at Haven too?"

The bigger faunus sighed, "... I don't know..." Mata was quiet after that, and Carmella was content to drop the subject if he wanted, but then he kept going, "The last letter he sent said he was in Mistral, so... maybe? I hope not, but at the same time I think this might be my only chance to see him. Or to stop him from doing something I know he'll regret."

Carm frowned. She hadn't known Arbol as well as she did Mata, she only knew that he was about seventeen when he left the island, his mother, and worst of all his brother, to join up with the White Fang. Mata had been ten at the time, all alone with a single mom doing her best to hold herself and a household together, it couldn't have been easy, for either of them.

As terrible as it was at the time, it was Arbol leaving that actually started the friendship between Carmella and Mata. Seeing the big faunus, sitting all alone at lunch, no friends to talk to, and unfair rumors going around about his brother leaving, it was all too much for the rabbit girl. Carm saw past all that crap to see just a lonely boy who desperately wanted someone to confide in, and in return, the long eared faunus got a friendship that would last forever. So yeah, a total win-win for everyone.

"If we do see him, I just hope it's not too late..."

Carmella reached over to pat Mata on the back comfortingly. "Hey, if anyone can reach him, it's you. Don't give up, okay?"

The ram boy looked at Carm and gave her a genuine smile. "I won't. Thanks, Carmella." His expression turned to concern, "By the way, how's your brother feeling?"

It was Carmella's turn to sigh, "Oh, he's fine. Phyll's just a big baby is all. A couple of bruises and burns and the whiner uses it as an excuse to sit on the couch all day long."

Okay, so that might not have been entirely true, but Carm just liked giving her older brother a hard time, just like he did her. Truth was, they'd been incredibly lucky. Phyll had been working security for the Belladonna's the night of the White Fang attack. Carmella had been there, standing outside the chieftains home as they carried out so many dead, from both sides. Her heart had been in her throat the whole time, as she silently prayed that the next body wouldn't have her brothers darker colored rabbit ears. It had been terrifying.

Then she saw her stupid brothers stupid face as he was getting dragged out of that house by a couple of his fellow guardsmen. He was bruised and beaten, but awake, alive, and giving his sister a big, tired grin when he saw her. Gods, Carm had been so mad at him for making her worry, but enormously grateful he was okay. He hadn't been hurt too badly, he took a few gunshots to the body, blocked by his aura, and had some mild bruising on his throat as a result of getting choked by one of the attackers. That, and a few cuts and scrapes, just meant the older rabbit faunus had to stay off his feet for a few days, but gods had Carmella been scared. On the bright side, they said Phyll was going to get a medal of honor or something for his bravery that night, which Carmella had to agree was pretty sweet too.

Mata and Carm continued on their way, the conversation thankfully becoming slightly more lighthearted as they went, and soon they found themselves at the gate of the Belladonna's estate. Carmella felt a chill as she stood in the same spot she had a few nights back, watching that front door, holding her breath in panic. With a quick shake of her head, the moment passed, the rabbit girl took a second to remind herself that this was the whole reason she was here; to make sure something like this never happened to anyone else, not if she could help it.

Unfortunately, from this distance, Carm could hear the voices of her fellow volunteers with her incredible hearing, and from the sound of things, it seemed like they'd already started training for the day.

Crap! The rabbit girl thought as Mata and herself hurried to the courtyard out back behind the estate. Once inside they checked in with Saber, who gave the late pair a chiding look. But Carm knew the buck-toothed faunus well enough from all the time she spent at the guards outpost, visiting her brother at work, she knew he was a big softy underneath his gruff exterior. She shot the rat faunus an innocent smile and Saber rolled his eyes at her, letting the two pass without a lecture, this time.

Things immediately got off to an exciting start when Carmella was handed a real, honest to gods, (practice) spear! It might not have seemed like much to most, but the rabbit girls eyes gleamed with excitement as she held the (again, practice) weapon. This was a symbol, that all this was really happening to her., she was finally getting REAL combat training! From professionals! No offense to her brother, of course, but she knew he always took it easy on her, which Carm couldn't stand. Mata was also handed a similar dull stick of wood with a pad of rubber on the end that was meant to resemble a spear, though he looked at his without nearly as much enthusiasm as Carm had.

Since the two of them were late, Mata and Carmella had to pair up with each other, which the rabbit faunus was more than fine with. As the two of them went to find an empty spot to practice, Carm's eyes wandered over the crowd of people here with her. She recognized more than a few faces, but even more that she didn't, then her eyes settled on a girl with a long, curly, copper red ponytail. The rabbit girl knew her too, but only recently, she was one of the instructors the Belladonna's had assigned. The girl, Carm was pretty sure she'd heard her name was "Ilia", had also been at the chieftains house when the White Fang attacked, and she'd been the first to join up after Blake's speech. The rabbit girl didn't know what her deal was, but a lot of the faunus didn't seem to like Ilia for some reason.

Carmella could only see part of Ilia's face from where she stood, as the long haired girl sparred with another one of the volunteers, but from this angle, with her sagging, half lidded eyes she looked really... tired, or maybe just like she wasn't one hundred percent "here" mentally, her mind focused elsewhere. It made the rabbit faunus oddly sad to see anyone look so, well, lost was the first word that came to mind.

However, Ilia's movements and combat skills did not match up with her apparent mood as the red haired girl effortlessly deflected blows with spins and twirls of her spear. She even did a move where she spun her weapon behind her back, which Carmella had to admit, was definitely on the list of the top ten coolest things she'd ever seen. Every movement Ilia made while she was sparring was fluid and purposeful, her long ponytail flowing behind her. The rabbit faunus had never seen anything like it. This girl was clearly on another level.

"Um... Carm?" Mata said, pulling the rabbit girl out of her gawking. "You've been staring at that girl for about two minutes now. Did you want to get started?"

"I wasn't... I was just... shut up, yes, let's get started" the red faced Carm sputtered out, before refocusing and planting her feet the proper distance apart and getting into a fighting stance. Mata gave her pose a quick study before trying to mimic it. It was then that Carm realized that her friend, despite his imposing size and strength, had probably never been in a fight in his life.

_Oh, Mata... _Carmella thought to herself, before helping the ram boy adjust his stance to fit someone of his physique. The rabbit faunus did her best to remember the pointers her brother had given her, but it turned out she made a better student than a teacher. It didn't help that Carm wasn't exactly an expert with a spear either, she found the weapon a bit too long for her taste, but she did the best she could to help and finally, after numerous adjustments, Mata seemed to be stable.

So the long eared girl got back into her own stance and threw a few soft, easy blows in the ram faunus' general direction. Mata seemed to be picking it up okay at first, deflecting Carm's attacks fairly well actually, so Carmella decided to step things up a bit. _Alright, Mata, are you ready for this?_ Carm swung down over her head and the bigger faunus raised his spear horizontally in front of him to block, but as the rabbit girl expected, he left his legs wide open. With a yell of effort, Carm spun down low, weapon extended, it's tip thwacking right into the back of Mata's knees.

The ram boy's legs buckled slightly, setting him off balance, and the rabbit faunus felt her heart begin pounding as adrenaline kicked in. The now overly excited Carmella went in for the final blow, jumping up and thrusting her weapon right into Mata's chest. Unfortunately, Carm didn't know her own strength and her horned friend was sent flying back with a yelp of surprise and an enormous thud as he hit the ground.

Mata groaned as he laid flat on the earth and that sound was enough to bring Carmella back to reality, realizing she'd probably gone a bit overboard. She dropped the spear from her hands, "Holy crap! Mata, I'm-" Carm started, then noticed the mighty sounding fall had gotten the attention of all the training faunus around them.

_Oh... _Carm thought as she saw everyone was looking right at her, as if the rabbit faunus had just slayed a mighty giant in a single blow. Of course, none of them were aware of just how much of a novice Mata really was, they only saw an itty bitty bunny girl having taken down a horned behemoth. Carmella felt like her face was burning as her brain desperately tried to decide what to do with this new attention she was receiving.

So she waved. _What!? I waved!? Why would I wave!? Oh gods, I'm already doing it! Abort! Abort! Abort!_

The other faunus seemed nonplussed by the awkward interaction, then they started clapping for Carm's achievement.

_No, no, no! This is so much worse! Please stop clapping!_

Giving up on trying to properly react to all this praise, Carm redirected her attention back to Mata, who thankfully was starting to sit up. Carm instinctively reached out to help her friend stand, which she realized was a little ridiculous given the size difference between them. Mata humored her though, taking the hand, but really standing all on his own while Carmella grunted in effort for nothing.

"I am so sorry, Mata! I got carried away, and- you're okay right? Did you hit your head when you feel? Oh my god! Do you have a concussion? Are you dying, Mata!? Oh gods, I killed Mata!" Carm seemed to be spiraling deeper and deeper into madness while the ram faunus dusted himself off, perfectly fine.

"Carm," Mata said with a reassuring look, "I'm fine, really."

The rabbit girl gave him a hesitant glance. "Not dying?"

"Not even a little," the ram boy replied. "Well, I mean, no more that usual. I guess technically we're all in a constant state of slowly-" Mata stopped when he saw a new panic building behind Carm's wide, golden eyes. "Uhh... what I mean to say is; Yes, I'm okay. That was a pretty cool move though, you gotta show me that one next."

Carmella smiled up at her friend, relief in her voice as her earlier panic was extinguished. "You got it! First we need to-"

As Carm turned to pick up her spear she noticed that girl from before, Ilia, was still staring at her. For the first time, Carmella got a good look at Ilia head on, namely her face. The small, slightly darker than the rest of her tanned skin, spots on her cheeks and forehead, her cool blue eyes, and the single curl of hair hanging down over the center of her face. Seeing all this, the rabbit eared girl came to a not too surprising conclusion.

_Huh... she's kinda cute..._

The rabbit faunus smiled at Ilia, hoping to maybe get one in return, but instead the pony-tailed girl's reaction was much more surprising. She seemed to go rigid, her pupils shrinking quickly, and most shocking of all, those darker spots on her face and arms all turned bright pink.

Before Carm could really react to all this, Ilia spun around, turning away from the rabbit girl and back to her own partner. Carmella stood frozen from this display. What the hell was that? She'd never seen a faunus do THAT before. What did those colors mean? Did Ilia have control over it? Had she chosen them on purpose? What other colors could she turn? These questions, and probably a hundred more, all buzzed around Carm's head, all relating to the mysteriously skilled girl before her eyes.

Behind Carmella, Mata cleared his throat loudly, and the rabbit girl realized she'd been staring again. Shaking her head to regain focus, the rabbit girl turned back to see her partner giving her a funny look. The ram boys eyes went from Carm to Ilia, and then a smirk appeared at the edges of his lips.

The long eared faunus felt herself blush for the third time that morning. "Shut up, again," she said as she rolled her eyes.

Mata laughed. "I didn't say anything!"

Carmella mumbled something unintelligible under her breath in response before glancing back over her shoulder, stealing one more look at Ilia, who was still facing away and seemed to be desperately trying to keep things that way as she went back to sparring.

The rabbit girl smiled, realizing she might just have to upgrade her initial evaluation of Ilia from "kinda cute", to "very".

**_XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX_**

**A/N-****Finally it rises from the briny depths! Hopefully I didn't over hype this... but I've never written anything featuring only canon characters, so I was a little excited.**

**The premise of this story is pretty well explained in that opening description (the part in bold at the start), but basically I felt like Ilia's problems kinda got swept under the rug at the end of volume 5. I mean, she went through a lot, and at the beginning of volume 6 they were just like, "Okay, I'm fine now! Have fun fighting the actual devil, Blake." I loved her arc, but I just wanted to see more of it. I get it though, she's not a main character, plus the fact that we'll probably never see her again means I can write whatever bullshit I want for her. Yay! So this fic will take place between volume 5 and 6, with potential for more if people like it, unless I get distracted by anything shiny I guess.**

**Get ready for some angst/healing Ilia fun! Also a slow (but not tto slow) burn romance between her and Carmella. Are you pumped? I'm moderately pumped.**

** A lot of the Ilia comics I've done (especially the ones with Carmella in them) will be considered canon in this story. A couple of them might even be used as chapter ideas here. Other chapters will be ideas I had for comics that I either abandoned or didn't feel like committing the time to drawing.**

**So yeah, let me know what you think. Comments and what not. Spelling and grammar mistakes and all that.**

**This is probably how the chapters will be, told from one characters perspective, and then the other. Though the future chapters will be without as much overlap as there was here.**

** So yeah, pretty basic start. Introducing our two leads, Ilia and Carmella, giving you all a good idea of what their thoughts and goals might be in the context of this tale. **

**Also, Mata! Yeah, he'll have a role here, mainly as Carm's friend but I hope we can also get into some of the stuff with him and his brother. Not gonna be a lot of focus on him, but I always liked him, SO HE GET'S AN ARC TOO! DEAL WITH IT, DANIEL!**

** Our two characters have "met", in the loosest definition of the word, now let the slow burn romance begin!**

**Look forward to the next chapter where we begin the trip to Mistral!**


	2. Chapter 2

**_A/N-Aaaaand we're back, and it hasn't been several months this time! New record! (Awkwardly tries to hide the fact this chapter gas been done for over a week but had been putting off submitting it in favor of video games)... Yup! I am not a procrastinator at all! Sure ain't! I don't even know why you would say that! Hope you enjoy your dose of Ilia angst!_**

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_"Quit taking pot shots, and fight me like you mean it!"_

_Ilia shouted over the roaring flames around her as they eagerly devoured the Belladonna's home. The chameleon girl's whip blade danced in the air in front of her as she swung it, deflecting the dust infused bullets fired in her direction. Ilia's eyes burned with hatred, focused solely on Blake as the cat eared girl emptied Gambol Shroud's clip on her former friend, who continued to effortlessly swat away every shot._

_**Liar. Betrayer. Coward.**__ a voice in Ilia's head whispered. __**She's your enemy now, not just to you, but to all faunus. Blake was never your friend, she abandoned you, left you to suffer, now she's come back to try and destroy everything the White Fang has built, everything you helped build! **__That voice had been Ilia's only friend this last year, her only source of comfort after her best friend had disappeared without a word. Sometimes it sounded like Corsac and Fennec, other times it was Adam, but recently it had begun sounding more and more like Ilia herself. It helped bury away all her sadness and grief, and fueled her anger and hatred, sharpening them into weapons for the White Fang's war against humanity. _

_**Hate her. Fight her. KILL her.**_

_Ilia brought her arm back, and Lightning Lash swirled behind her before she lashed out at Blake, her lightning fast whip crackling with electricity at it surged towards the cat faunus' face. The strike hit, but then the image of Blake shimmered and fell away to shadow as the real cat girl leapt back out of harms way. Ilia grit her teeth in frustration as Blake seemed determined to avoid fighting her seriously. _

_**She's tricky. She thinks she's better than you. She's not even treating you like you're a threat. She's mocking you...**__ that voice in Ilia's head went on and on, stoking the fire in the lizard faunus' heart. _

_Blake disappeared behind the second floor balconies guard rail. "You used to see things the way I did!" Ilia yelled up at her "The way Adam did!" An unforeseen wave of guilt washed over the pony-tailed girl when she mentioned Blake's old partner. She knew bringing Adam up would hurt the cat faunus, throw her off her game, but the dirty tactic left a bad taste in Ilia's mouth. The feeling was brief however, quickly extinguished by all the animosity the chameleon girl had accumulated for Blake over the last year._

_"If no one's going to do anything to stop the humans that attack us, then the only choice we have left is to attack back!" Ilia again shouted at no one, as Blake still hadn't reappeared from her hiding place._

_**Yes, that's right. Violence is the only way now.**_

_**Show her. KILL her!**_

_Ilia's anger reached a boiling point. This was all Blake's fault! She never should have come back! Ilia had tried to warn her, told her to leave Menagerie, she'd practically begged her to! Ilia obviously didn't want to do this, so why was Blake making her? _

_Suddenly, the cat faunus popped up from cover and fired the glock in her weapons hilt down at the waiting lizard girl. Blake pulled her trigger nine times, emptying all the shots in her fresh clip, and with a rage filled yell, Ilia batted away every one of them, just as easily as she had before. Her prey in sight, the chameleon girl swung back Lightning Lash for another electricity filled slash, ready to tear down the entire balcony if she had to. She brought her weapon forward quickly with another shout, expecting a crackle of energy from her whip, along with the usual tingle in her gloved hand as she pulled the trigger, but when she did there was nothing._

_"Huh?" Ilia looked to her weapon in disbelief, her eyes going wide when she saw her whip blade was... frozen? ___Lightning Lash_'s blade was covered in ice, still curved as it had been slicing through the air a moment ago. When did-_

_Then it hit her. Those shots Blake had fired, they must have been laced with ice dust. The cat girl hadn't been trying to hit Ilia, she'd been trying to disable her weapon, and the lizard faunus had played right into her hands. As Ilia chided herself for falling for such an obvious ploy, Gambol Shroud suddenly flew down, it's long ribbon wrapping around the end of the pony-tailed girls frozen weapon. Then before the chameleon girl could reestablish her grip, the whip blade was yanked from her hands. Ilia watched helplessly as ___Lightning Lash_ clattered across the wooden floor, she was about to go after it, but then suddenly she looked up to see Blake's body flying right at her._

_Ilia grunted as the cat faunus' legs collided with her chest, knocking the wind out of her and sending her onto her back, Blake's body pinning her down to the floor. The black haired girl grabbed both of the chameleon faunus' wrists and held them in place at her sides. "You're wrong!" Blake yelled, "There's always another choice!"_

_**LIAR! **__The voice in Ilia's head shouted back. __**SHE DOESN'T KNOW WHAT SHE'S TALKING ABOUT!**__ The chameleon girl scowled up at her former friend as she tried to push herself up, only managing to get a few inches off the ground before the cat faunus' superior strength forced her back down._

_"Ilia, please," Blake begged, "you're a good person, but you're making all the wrong decisions."_

_"SHUT UP!" Ilia roared back, kicking her legs and struggling furiously, trying to break free._

_**Don't listen! She left you all alone! She doesn't know anything about you! Anger and hate are all you have left! You're nothing without them!**_

_Blake continued to hold her friend in place, "Is this really what your parents would've wanted!?"_

_"I DON'T KNOW WHAT ELSE TO DO!"_

_Ilia stopped struggling, shocked by her own words, not knowing where they had even come from. It was like something deep down inside the pony-tailed girl that had been cracked was finally broken when Blake mentioned the lizard faunus' parents. It was the wall Ilia had placed inside herself years ago, something she'd made to make all the fighting and violence easier, and tucked away behind that wall was the old Ilia, the real Ilia, hiding. A little girl, lonely, hurting, and most of all, scared of what she'd become. In her scream of desperation, that part of Ilia had reawakened itself in a way, as memories came back to her, ones she'd hidden away a long time ago._

_She saw her parents, their proud faces the day they'd gotten Ilia accepted into that prestigious Atlas prep school. The way they'd told her to befriend humanity, but also be wary of them. The way they'd smiled for her... the last time she'd ever see them... as she walked out the door on her way to school... on the day of the dust mine collapse in Mantle. _

_Everything else after that seemed to flash through Ilia's head too quickly to keep up with. All that repressed anger from her parents death, the violence she'd experienced with the White Fang that had let her express that anger. Blake, on her knees, still wrapped in Trifa's webs, looking up at her, horrified at what her old friend had become. All that lead up to this moment, Blake on top of her, the fire surrounding the two of them, the fear and desperation on the cat girls face morphing into shock and pity at Ilia's words. The voice in the chameleon faunus' head was silent now, it knew it had been beaten... this time. However it's final words were etched in Ilia's mind,_

_Anger and hate are all you have, you're nothing without them..._

_And that's what she was, deep down inside, she was nothing. She'd lost herself, and all the anger and bravado was just a mask to cover up the fact that was she was alone and afraid, not just of what she'd become, but of what her parents would say if they were alive to see her today._

_Ilia's blue eyes filled up with tears as the Belladonna's house burned around them. _

_"... I don't know what else to do..."_

* * *

Ilia's tired, slightly bloodshot eyes opened slowly. The chameleon faunus let out a long, tired breath through her nose before reaching over to grab her scroll on the bed next to her. She didn't even have to look at it to know she'd barely been asleep for an hour this time. Alas, she was wrong, it had only been thirty two minutes, Ilia had barely passed a half hour of sleep tonight.

The lizard girl groaned softly, letting her arms fall to the mattress underneath her with a thump on the white sheets. She was so tired, but her body and mind just refused to let her sleep. Ilia had really hoped this trend she'd fallen into would end after a few restless nights, but it had been over a week and a half since the fire at the Belladonna's and still she found herself plagued by insomnia. The nightmares she had when she did manage to fall asleep weren't exactly helping either, though neither did her newest surroundings if she was honest.

The S.S. Pride was far from the worst boat Ilia had ever been on, but there was plenty to keep her on edge. The unfamiliar creeks and groans of the metal ship, the low hum of the engines turning, and the slightly less than gentle rocking of the ocean underneath her all added to the list of things keeping her up. Luckily the trip from Menagerie to Anima was blissfully short, so she'd only have to withstand all this for one night. Plus she'd also managed to get a room to herself, which was surprising considering just how many faunus had been crammed onto the vessel, but Ilia had a feeling there was a reason she was alone on this voyage.

A lot of the faunus on this boat knew she was former White Fang herself, that she'd been a member as recently as just over a week ago, and as rumors were starting to spread about her, the lizard girl couldn't help but feel like the others just didn't trust her. She wasn't totally outcast though, Blake trusted her, so did the cat girls parents, Sun too even, they'd offered space in their own room for the chameleon faunus, but Ilia had politely refused. Things were still just... weird between Blake and herself, as much as the lizard girl hated to admit it, there was no denying the fact, and unfortunately, that didn't seem to be changing anytime soon. So sharing a room with her friend wasn't something she was ready to endure just yet. Ilia rubbed her sleep deprived eyes before sitting up, running a hand over her head in exasperation and exhaustion, before pocketing her scroll, getting up, and leaving her cabin.

The passengers corridor was unsurprisingly empty, seeing as how it was just after 2am. Aside from a small skeleton crew steering the ship and keeping an eye out for any problems on the horizon, it was safe to assume everyone else was resting peacefully. That is, except for a wide awake Ilia walking down the hall to... get some air? She hadn't really decided just where she was going to tell the truth, the reptilian faunus just figured getting up and walking around would be good for clearing her head. The door leading to the ship's deck was closed, but not locked, so Ilia popped it open and stuck her head out, taking a quick look to make sure she was alone. No one seemed to be out there, so the pony-tailed girl stepped onto the wooden deck and leaned against the hand rail, staring out into the ocean, the moons shattered reflection gleaming off the waters surface.

It wasn't too cold out, which was nice since Ilia's normal outfit didn't cover her arms and legs. She would have changed, but honestly, the long haired faunus didn't own many different clothes, working in the White Fang didn't exactly allow her to collect wide selection of outfits over the years. Not that the lizard girl cared as her combat gear suited her just fine as far as fashion went, but more importantly it functioned well in a fight, allowing a wide range of movement. Regardless, the cool air was actually a nice reprieve from Menagerie's tropical climate, not to mention the stuffiness of Ilia's cabin on the ship.

The pony-tailed faunus stared off into the distance for a bit, the sea seeming to stretch on forever before her, no sign of Anima in sight, but according to the Pride's captain, they'd arrive pretty late into the afternoon. The scenery was nice, the stars were out in full force tonight, dotting the sky, and framing the moon's broken image, but it didn't do much to distract Ilia from the thoughts keeping her awake, so she reached into her back pocket and grabbed her scroll, hoping she'd find something else to occupy all the free time she found herself with.

The device had been returned to her only a day ago, just before the faunus militia had left Menagerie, with everything that had happened, Ilia had forgotten the Belladonna's took it from her when she'd been caught spying on Blake, under Corsac and Fennec's orders of course. Getting it back hadn't been as easy as just asking unfortunately, the scroll had been in police custody, being thoroughly dug through by the authorities, looking for any possible White Fang information. Everything pertaining to the criminal organization had been downloaded and removed, but luckily, all Ilia's personal data seemed to be intact when she finally recovered it. The device cast an eerie greenish blue glow on the chameleon girls face as she activated it and started aimlessly browsing her files. Ilia didn't pay many of them any mind, until she got to a familiarly labeled one, one she hadn't looked in for a long time, it was named, "B+I".

After hesitating for a moment, her finger hovering over the file, Ilia pressed down and opened it. A collection of photos filled the screen, some taken by Ilia, some by Blake, some by other faunus in the Fang back in the day. The chameleon girl had gone through a lot of scrolls over the years, but she always made sure to back up her photos every chance she got, transferring them every time she got a new device. It was stupid, but Ilia was really attached to the old pictures, despite the apparent lack of quality and skill they displayed, they were still special memories to her.

Then Blake left, and suddenly Ilia decided dwelling on the past wasn't worth it anymore.

Now, as the pony-tailed faunus swiped through the literal hundreds of photos she'd collected, Ilia felt a tiny smile creep onto the edges of her lips. She was glad that even in her darkest moments, she'd never had the heart to delete any of them. Lot's of the pictures were of landscapes Ilia had found mesmerizing in her travels all over Remnant. Places like Forever Fall, the Light's Over Crestmaker, Glimmer Springs, just to name a few. Perhaps unsurprisingly, there were also a lot of photo's of Blake in there... like, almost an embarrassing amount.

There was Blake reading, Blake training, Blake mid bite into a giant tuna sandwich. The cat eared girl had been pretty upset about Ilia taking that last one, but it was still one of the lizard girls favorites. Still though, it was a little embarrassing having all these photos, it was like an album dedicated to Ilia's former obsession, one that had been apparently obvious to everyone except the girl she'd been obsessed with at the time. The pony-tailed faunus really hoped Blake hadn't seen any of these when her family had her scroll in their possession, that would be mortifying.

Ilia had spent so much of her life fixated on Blake, even when the cat girl was gone for that year she'd preoccupied the reptilian girl's thoughts, though in a much more negative sense. Now that it was clear her friend didn't feel the same way Ilia did, she honestly didn't know what to do with the excess time and energy in her life. It was like her mind felt less crowded, but also more lonely than ever. The lizard girl continued browsing photos until one made her stop. It was of Blake (shocker), Ilia herself... and Adam.

The memory came quickly, some random passerby had taken the picture, it was in a forest in Vale... two months before Blake had disappeared. Ilia remembered it distinctly. The three of them had just come back from a raid with a mountain of supplies for their camp. Spirits were high among the White Fang back then, and one of the faunus staying with them had suggested a photo of the "heroes" returning victorious. Adam had been uncompromisingly against the idea at first, but once Blake and Ilia had agreed, he seemed more amicable to the request. The lizard faunus hadn't considered it at the time, but Adam had probably just not wanted anyone posing for a picture with **his** partner. Looking back, when the bull faunus had possessively wrapped his arm around Blake's shoulder, he'd pulled the cat girl slightly further from Ilia. The pony-tailed girl hadn't cared however, she just sidled up on Blake's left, Adam at the raven haired girls right, and smiled, the camera's flash catching her blue eyes drifting to her right, observing the cat faunus' smile as the picture was taken.

This was all, again, very embarrassing, but it wasn't what Ilia found herself focused on. Instead, her eyes were locked on Adam, the way his hand gripped Blake's bare shoulder tightly, the arrogant smirk on his face, and his mask. The lizard girl had know Adam for years, yet had never seen him without his Grimm-like disguise, but she didn't need to see the top half of his face to feel the menacing aura the man gave off, even in a seemingly innocent photo.

Adam never had difficulty expressing himself, despite having almost half of his face covered at all times. He was confident, proud, and strong, in fact everything he did exuded strength, and that's one of the things that drew people to follow him, Ilia included. However, there was another side to that strength, one that the bull faunus wasn't afraid to show if he had to.

A frightening memory surfaced in Ilia's mind. Adam, furious, looking down at her as she laid on the ground, stunned. His left hand was gripping his sheath, Blush, while his right sat on Wilt's hilt, ready to draw it at a moments notice. The red markings on his mask and gloves burned brightly as all of his rage was directed right at the cowering Ilia as he growled out one question through his clenched teeth;

_"Where. Is. She?"_

The lizard faunus shuddered at the image in her head as her heart began to slam against her rib-cage in panic. Again, a cold chill went down her back, aggravating the old scars she kept hidden. Blake had left, disappeared while on a train heist with Adam, leaving him to find his way back to the White Fang's camp alone.

And once he did, who do you think the first person he came to for answers was?

Ilia closed her scroll, unable to even look at that monster anymore.

**Are you any better?**

There it was. That old voice in the back of Ilia's head that she still heard in her darkest moments.

**Don't forget, you were the one tasked with sending her back to that "monster". All wrapped up like a present, remember?**

Ilia shut her eyes even tighter, trying to block out her own inner monologue.

**What's worse I wonder? Being a monster, or serving one complacently?**

The poor lizard faunus brought a hand to her forehead to try and quell the throbbing migraine her guilt ridden conscience was causing her. She kept telling herself, she wasn't that person anymore. She'd done bad things, yes, but she was doing her best to make amends, that was all she could do.

**Liar.** The voice ran back. **You knew you weren't strong enough to beat Blake, that's why you sided with her, just to save your own skin.**

No! She wanted to be better! Blake had finally managed to get through to her, and-

**Corsac was just standing there, completely defenseless, with his back to you. Did you feel like a big hero electrocuting him and then saving the day? No way Ghira would ever arrest someone who'd just saved his family, and you knew that.**

That wasn't true!... was it? Ilia honestly didn't know anymore. Things that night had happened so fast that the lizard girl had a hard time figuring out just what her motives had been in attacking Corsac. She'd been scared at the time, the adrenaline from the fighting had taken over a long time ago at that point, so Ilia had just kind of... acted. Whether those actions had been selfish or selfless, not even Ilia really knew anymore.

Ilia's internal struggle raged on, until suddenly the lizard fauns heard the door she'd come through open behind her, accompanied by soft footsteps. The pony-tailed girl spun to face the new arrival, her hand instinctively at her hip, despite Lightning Lash being back in her room. That hardly mattered though, she might be weaponless, but she was far from defenseless.

The lights from inside the ship, behind the figure standing in the door frame, cast a shadow over their features, making it impossible to tell who it was. They took a shaky step forward onto the deck, gripping the door frame before mumbling,

"H... help..."

Then they started falling face first onto the floor.

* * *

_**(FIFTEEN MINUTES EARLIER)**_

Carmella stared miserably up at the ceiling of her cabin, unable to sleep. This wasn't the result of a guilty conscience, like a certain lizard girl on the same boat, but rather it was the turbulence of the ocean that was currently wreaking havoc on the poor girls stomach. The rabbit faunus didn't dare move, at the risk of another wave of nauseousness washing over her.

When she'd first heard about the boat trip, Carmella had been ecstatic! Though, honestly any kind of traveling would have been exciting to her, but the experience itself was new and that had made it thrilling to her. The first few hours had been fine, Carmella eagerly buzzed around the Pride, "ooo-ing" and "aw-ing" at everything she saw, and eager to get to Mistral and kick some White Fang butt! But then the ship hit choppier waters, and the dizziness hit, and suddenly the long eared faunus felt all the energy and vigor she'd had disappear. The rabbit girl became particularly aware of the boats movements, swaying and rocking with the waves, back and forth, and back and forth, and-

"Ugh," Carmella said in whispered agony, trying her best not to wake the faunus she was sharing a room with just because she was a little seasick.

The Pride lurched yet again with a metallic groan and Carm's rabbit ears sunk down, almost hanging over her face. She couldn't believe this, all that training over the last week and now the rabbit girl had been taken out before the Battle for Haven even started. There was no way they'd let her fight if anyone saw her like this, which is why Carmella had made sure to hide her illness from everyone. She only had to make it to dry land, then she'd be fine... probably... she hoped so anyway. But it wouldn't matter how sick she was, if she didn't get any sleep the night before the battle she'd be just as useless.

Carmella grabbed the ends of her rabbit ears and pulled them down over her eyes, the extra darkness they provided did help a little to alleviate her growing headache, but the young faunus' stomach continued it's rampage. Maybe splashing a little cold water on her face would help? She did feel a little warm. The idea certainly seemed appealing, but it also meant Carmella would have to stand, something that seemed both impossible and unreasonable to even ask of her right now.

_No, you know what?_ _Screw this, _Carm thought. _I didn't bust my butt all week long to let a little seasickness keep me down!_ With a glimmer of resistance in her honey colored eyes, the rabbit girl slowly began sitting up, then carefully swung her legs over the edge of her cot, and set her bare feet on the floor.

_I can do this. I can do this! Just a quick trip to the bathroom, and then back to bed._ She gripped the metal frame under her mattress, and ignoring the desperate pleas in the back of her mind to stop, Carmella pushed herself to her feet. Horns of victory played in the rabbit girls head as she stood to her full height, finally vertical, the insurmountable struggle finally overcome.

Then she threw up on her bed.

The retching almost made Carm fall to the floor, but somehow she was able to stop herself before she almost landed face first in the mess she'd just made. The weak-kneed rabbit girl wobbled in place there for a moment, trying to take in what had just transpired. Now not only was she sick, but she couldn't even crawl back into bed if she wanted to. The tired, frustrated, nauseous, and now disgusted faunus looked upon the remains of the carrot cake her mom had packed for her trip that was now soaking into her cot and felt her eyes well up with tears.

She didn't want to be here anymore, she hated boats now. She was so tired and just wished she was at home, in her own warm, comfortable, clean bed. The only thing that kept Carmella from breaking down completely into a sobbing mess right then and there was the several other faunus resting undisturbed around her. The last thing she wanted was to wake her roommates and have them see her right now, a mess and near tears.

So the emotionally exhausted faunus began trying to real in her emotions. _Okay, this isn't a huge deal, it's just a little mess. All you need to do is get to the bathroom, clean yourself up, then find some clean sheets, preferably without vomiting all over the place. Sounds easy enough._

It wasn't.

Carmella barely took a step before she felt the boat lurch under her and nearly crumpled to the ground. Maybe she should she just give up and sleep on the floor?

No, she was supposed to be a fighter now! Ready to help take on a corrupt White Fang! She'd always wanted to be a Huntress, and a Huntress would never just lay down and give up, so neither would she!

Ignoring her twisting and churning stomach, Carmella stood up straight, taking a deep breath before trying to walk again. She was much more successful this time, though still a bit wobbly as she took slow unsteady steps. Though sheer willpower and determination, the rabbit girl made it out of her cabin, and without waking any of her roommates either! She was feeling pretty good about herself, that is until the ship rocked again ever so slightly and Carm felt the color drain from her face as a new level of nauseousness came to her.

The bunny faunus leaned against the clean white wall of the hallway, her head and stomach seemingly competing to see who could cause her the most pain at once. The fluorescent lights above her hummed loudly as the hallway seemed to rotate and contort in front of Carmella. The rabbit girls ears fell down against her head, again, the thought of giving up crossed her mind, but was immediately rejected and Carm began making her way down the hall, holding the wall as she moved. All the she had to do was make it to the bathroom... where was that again? It's probably be easier to find if the ships hallways would stop moving so much in the young faunus' head. The lights seemed to glow brighter and louder now, strengthening Carmella's migraine.

Carm was barely able to keep her eyes open, she stumbled down the hall, almost delirious at this point. There was an open door at the end of the hallway, focusing on it seemed to help the rabbit faunus maintain her balance a little better, so she kept shuffling towards it, like it was a beacon of a lighthouse shining over a turbulent sea. Then the smell of salty sea air wafted in through the open door, and as soon as it reached Carmella's nostrils she felt whatever was left in her stomach leap upwards. Seeing no other options, the rabbit girl rushed forward to the exit, at least if she was outside she could throw up over the side of the ship and into the stupid ocean as some meaningless act of revenge.

Carmella leaned against the door frame, she looked up and saw a shadowy, blurry figure in front of her. With her tired, emotionally fried brain Carm did her best to summon words, but all she could manage to say was "H... help...", before gravity finally won the battle against her and the exhausted faunus' body fell forward.

Everything after that was a blur to Carmella. She expected to feel the sharp impact of her head hitting the unforgiving wooden deck of the ship, but it never came, there was just a feeling of weightlessness followed by a damp, cool, feeling washing over her face. Then there was an odd, but certainly not unpleasant smell, almost peppery and sharp, but also cool and relaxing to the senses that washed over her as the last bits of her conscientiousness faded away.

A pair of warm yellow eyes blinked open, a ray of sunlight shining in through a small window and onto her face, rousing the rabbit girl from her slumber. Carmella rolled over, away from the light, wrapping the warm blanket around herself as she buried her head into the soft pillow beneath her and closed her eyes-

Wait. Blanket? Pillow? Sunlight?

Carm's eyes shot back open and she sat straight up in the bed she was in, which she immediately recognized was not only not her assigned bed, but wasn't even in her room.

"Wait, what?" the rabbit faunus said to the empty room in confusion. Carmella brought her hand to her stomach when she noticed it wasn't doing barrel rolls inside her anymore, her headache had even gone away as well.

"Wait, what?" Then the long eared girl noticed a metal cylinder on the nightstand next to the strange bed, upon closer inspection, she saw it was a thermos, there was also a note under it.

Curious, Carmella grabbed the piece of stationary and began to read it. The rabbit faunus' eyes went wide, she looked from the note, to the thermos, to the signature at the end of the note. This process repeated several times as the still half asleep teenager did her best to process what she'd just read.

"Wait, WHAT!?"

* * *

_**EARLIER**_

Ilia trudged down the ships hall with a sour look on her face, cradling a barely conscious rabbit faunus in her arms. "I should have just stayed in bed," she muttered under her breath.

How had she gotten here? The chameleon girl had just been minding her own business, wallowing in her misery as she usually did these days, when this rabbit girl stumbled out of the ship and practically collapsed in front of her. Luckily Ilia had been quick enough to catch her before this strange faunus did a face-plant on the wooden deck of the ship. Upon checking her over for any injuries or signs as to why she might have fainted, the pony-tailed girl realized this was the same rabbit faunus she'd had that awkward moment with about a week ago at the beginning of training and suddenly Ilia had felt her skin change magenta in embarrassment as she realized she was holding the dazed teenager quite tightly in her arms.

But then Ilia tried to move the rabbit girl off of her, and the half awake teens cheeks puffed out and then...

"...No more... carrot cake, mom..." the delirious faunus in the chameleon girls arms murmured.

Yes, carrot cake, much like the partially digested one that covered Ilia's arm right now. Great. It was amazing how quickly something like nervousness around another person went out the window once said person regurgitated the contents of their stomach on you. Anyone sane would have just left someone who'd put them through that on the floor were they'd fallen, but for some reason, Ilia didn't. Maybe it had something to do with this girl being one of the lizard faunus' students (she'd never get used to calling them that). She felt responsible for this girl in a way, even if this was the one person Ilia had been going out of her way to avoid for the last week or so.

Ever since their "meeting" on that second day of training, the chameleon faunus had done everything she could to distance herself from this rabbit girl in particular. It wasn't that she particularly disliked her or anything, in fact the problem was more of the compete opposite. It was stupid really, Ilia had been fighting for years now; against humans, faunus, and things a thousand times more terrifying than that, but apparently a pretty girl smiling at her was enough to turn the hardened warrior into a blushing mess. It was embarrassing, and not something the young reptilian faunus could tolerate right now. This girl was a distraction, that's all this was, a idiotic little crush developing out of nowhere that Ilia didn't have time to dwell on, not with the Battle for Haven, her chance for redemption, on the horizon. So she'd done the only plausible thing, alienated the rabbit faunus as best she could, ignoring her whenever possible, which wasn't hard considering the number of faunus Ilia had been teaching. Besides, the caramel haired girl didn't seem to be terribly interested in her "teacher" anyway, so everything had worked out for the best, right? Yet, despite all of this, fate had brought them together again anyway, it'd almost be romantic if the reunion hadn't been so disgusting to Ilia.

Regardless, the chameleon girl just hadn't been able to bring herself to abandon this girl in the middle of the night, so she'd scooped the rabbit faunus up in her arms and that's how she found herself carrying a delirious girl through the quiet ship, praying that no one would see them. Fortunately, the long eared teen was surprisingly light, or maybe Ilia was just stronger than she thought. Speaking of strong, despite her initial assumption that this rabbit faunus was all skin and bones, now that the lizard girl held her up close, she became strikingly aware of the lean muscle hiding just under the surface, especially the ones in her back that Ilia could feel with her hands wrapped around the girls waist, not to mention the ones in the rabbit faunus' long, smooth legs that-

Ilia stopped her train of thought as her cheeks burned scarlet, instead trying to focus on literally anything else, like finding a place to put this poor girl. The pony-tailed faunus had tried asking her what room she was staying in, but didn't get a coherent answer. Luckily, Ilia knew where there was an empty bed that no one was using, or rather, that she herself wasn't using.

The lizard girl looked down to the rabbit faunus curled up against her chest as she walked. Ears hanging low, pale complexion, and -Ilia could safely assume at this point- nausea, the symptoms made it pretty obvious what was wrong. The chameleon faunus had traveled quite a bit in the her days with the Fang, usually by boat, so she knew a case of severe seasickness when she saw it. It was pretty common among faunus actually, especially those with two sets of ears. Something about that extra two holes in your head meant your balance could get messed up pretty badly during sea travel, and it was never pretty to witness. Unfortunately, the only real way to get over seasickness was to just get used to traveling on the ocean, there was no cure, but their were ways to ease the discomfort associated with it.

Ilia finally arrived at her cabin and gently kicked the door open. She carried the still out of it rabbit girl to her bed and gingerly placed her in it, then pulled the covers over her about halfway. The long eared faunus' breathing was a little heavy, not enough to worry the reptilian teen since no one had ever died from a little seasickness... she hoped, but it was enough for Ilia to tell just how uncomfortable the unfortunate girl was in her current condition. The pony-tailed girl reached a hand towards the other faunus' face, hesitating slightly in embarrassment before gently pushing aside the girls caramel colored bangs and resting the back of her hand against the rabbit faunus' forehead to check her temperature on the off chance she was wrong and this was more than just a little seasickness. The rabbit girl barely reacted to the touch, mumbling slightly in her deliriousness, but still Ilia had to fight from changing color. This wasn't a big deal, she wasn't up to anything nefarious here, Ilia just wanted to make sure this girl was okay, there was no need for her to get all worked up about this. Then why was the lizard faunus' heart beating so fast right now?

Ilia shook her head, again chasing away the distracting thoughts and focusing on her impromptu "patient". This girl was a little warm, which could mean a lot of things, but it didn't appear she had a fever or anything, it was probably just a result of the stress the situation was causing the incoherent faunus. The lizard girl wasn't even close to considering herself a doctor, but over the years she'd picked up a few things from people she'd met in her travels. Living outside the kingdoms meant knowing how to take care of yourself, and sometimes others, so Ilia knew a few remedies for this kind of thing and figured it was worth a shot.

First thing was first, she needed to cool this poor girl down. Ilia had bought a first aid kit before she'd left Menagerie, figuring it couldn't hurt to have in case of emergencies, and grabbed an ice pack from it, along with a small towel the ship had provided her in her room. With a twist of her wrist, the lizard faunus snapped the ice pack, activating the ground up ice dust crystals inside, before wrapping it in the towel and placing the small bundle across the rabbit girls forehead. Her patient let out sharp breath at the cool touch before her breathing relaxed slightly. Ilia smiled at this, before she turned and left the room to clean herself off and make a quick trip to the ships galley.

Back during the start of her White Fang days, Ilia had spent a lot of time on the ocean, traveling between continents. Of course a group like the Fang sometimes faced discrimination when it came to securing a vessel willing to ferry them, even before the group had taken a turn for the slightly psychotic. Lucky for them, there had been an old, salty sea captain who'd made it his unofficial duty to fulfill the faunus group's sea faring needs. The chameleon girl had fond memories of the gray bearded walrus faunus, he told a lot of interesting stories to Blake and herself, as well as the other children traveling with the White Fang back then, all about his life and adventures as a captain, even if his long tusks made him a little hard to understand. Ilia had doubts about the authenticity of a lot of these tall tales, but they were a welcome break from the monotony of sea travel, which was especially bad for a kid. The old faunus had ferried the group for years, but sadly, one day he just disappeared. His ship was discovered washed up on the shore of Sanus, badly damaged, with no one on board. There were legends of giant sea Grimm off the coast of Vale, so maybe the old man got to be a part one last tall tale before he went, probably the way he'd of wanted to go, or at least Ilia tried to take comfort in that thought.

It'd been a tragedy, but the captain had passed along more than just a few far fetched sea stories, which is why Ilia was currently picking the lock to the ships kitchen. The doors simple mechanisms popped open with a satisfying *click* and Ilia stepped inside. Thankfully, the cupboards were pretty well stocked with food, but Ilia passed over most of it, making a bee-line to the jars of spices on the rack by the stove. After finding what she needed, the lizard girl filled a nearby kettle with water and tossing in some mint, ginger, as well as a few more odds and ends she needed before setting it on the burner and turning it on.

That old walrus faunus had ways of dealing with seasick passengers once they started showing symptoms on his boat. As soon as he saw any of the telltale signs; nausea, dizziness, pallor, and fatigue, the old salty captain would immediately start brewing up a huge batch of what he affectionately called "Seaman's Sick"... but Ilia preferred to just call it what it was basically; ginger mint tea. The lizard girl couldn't help but smile at her memories of the old faunus. He was a bit of a blowhard, but he genuinely cared about people. It was always nice to be reminded that she'd managed to meet a few positive role models in her admittedly morally gray life. Ilia hoped he'd be happy knowing she was using what he'd taught her to help those in need, just like he had.

The instant the water started to whistle as it reached a boiling temperature, Ilia quickly removed it from the burner, not wanting the noise to alert any of the passengers or crew. She noticed a row of heavy duty thermos' on a shelf next to the stove and grabbed one, filling it to the brim with the piping hot and strong smelling beverage. The chameleon faunus also snagged a few clean cups on her way out and then headed back to her room.

The rabbit girl was right where Ilia had left her, barely stirring as the pony-tailed girl pulled up the single wooden chair in her room to sit in. She was actually starting to feel a little tired herself now, all this activity and sneaking around must be wearing her out. Ilia set the tea cups on the nightstand, filling them both up about halfway. Obviously, she didn't expect the unconscious faunus to actually drink the tea in her current state, but the brew's smell was so potent and soothing that the lizard girl figured it would be enough to at least make sure the seasick rabbit girl was able to get some much needed rest while she got over her illness. Ilia held one of the cups of tea up close to the long eared girls face, letting the relaxing smell waft towards her. The rabbit faunus' expression softened at the aroma, her head lolling to the side as she finally looked like she was no longer in agony and was instead resting peacefully.

Seeing the girls improved condition, Ilia let out a soft breath in relief, then set the cup on the table next to the rabbit faunus, allowing the tea's smell to keep working it's magic. Suddenly, one of the resting teens long ears twitched, getting the chameleon girls attention. She found herself staring at the rabbit ears. Ilia had known a lot of faunus with this trait over the years, but she'd never really observed their ears up close before, they looked so... soft. At that moment, the pony-tailed girl noticed one of her hands was outstretched, she'd been subconsciously reaching towards the girls extra set of ears while she watched them. Ilia stopped herself, practically fusing her betraying arm to her side, stunned by her sudden lack of self control.

The chameleon girl picked up the chair she'd grabbed and moved it away from the bed. The last thing she needed was for this girl to wake up with another faunus standing over her in a strange room. This situation was already weird enough for everyone, it didn't need to be upgraded to creepy.

Ilia had taken a big risk bringing her here. So why had she done it? Why go so far to help someone who was practically a stranger to her? Ilia sat in the chair and picked up the other cup of tea as she pondered this question. Like she'd said before, she couldn't just leave this girl passed out on the ships deck, aside from being an embarrassing situation to be found in, who knows what would have happened to her, but besides that, she really didn't know why she'd done all this... it'd just felt like the right thing to do.

That horrible voice in Ilia's head returned, chiming in, **Since when do you know anything about what's 'right'?**

For some reason however, the words didn't cut nearly as deep this time. The chameleon girl sipped her tea thoughtfully, could it be she actually felt good about something she'd done for once? Maybe even a little proud of herself?

_Hmm, perish the thought,_ Ilia said internally with a wry smile.

The lizard girl took another sip of her warm beverage, it was just as good as she remembered it was. The sweet aroma, combined with all the running around she'd done, made Ilia's eyelids feel heavy for the first time in weeks. She should probably rest for a bit, tomorrow promised to be a big day after all, she couldn't afford to-

A noise cut off Ilia's train of thought. As the rabbit girl in front of her finally seemed to succumb to sleep, her mouth had parted slightly and now she was... snoring? It wasn't loud or disturbing, but it definitely didn't fit the image Ilia had established for the scrawny faunus, though it wasn't the first time she'd misjudged this girl. The spotted teen continued to stare at the lightly snoring rabbit girl in surprise, then she let out a quiet laugh before yawning and setting her now empty cup down on the nightstand with the thermos.

"Just full of surprises, aren't you?" Ilia whispered to herself, as she settled into the chair, taking one last look at the rabbit faunus' long, tantalizing soft looking ears as her eyes drifted shut.

A low buzzing made Ilia's eyes crack open, then after a few quick blinks, she was awake. The sound was coming from her scroll, still tucked away in her pocket, as it vibrated loudly. The tired faunus yawned and stretched her stiff limbs, making her arms and neck crack satisfyingly. She looked to her bed and saw the rabbit faunus still asleep, not at all perturbed by the buzzing device, as a ray of sunlight shined in through the window onto her-

Sunlight?!

Ilia practically tore her scroll out of her pocket to check the time. Five hours? she'd been asleep for five hours!? That was by far the most she'd managed to sleep all week long, hell it was the most she'd slept in a long while now. Normally the lizard girl would be thrilled by this, but she was supposed to meet up with the Belladonna's for a briefing on the plan for Haven about thirty minutes ago! Sure enough, the buzzing from the reptilian girls scroll had been the several missed calls and texts she'd received from Blake wondering where she was.

Ilia scrambled out of the chair and rushed to leave the room, but then stopped and looked back at the still sleeping faunus. She couldn't just leave her there, but she didn't necessarily want to wake her either. The frazzled faunus scanned the room, finally settling on a pad of paper and a pen on the small desk across from her bed. She zipped over and started writing a note, just a little something to set the rabbit girls mind at ease in case she woke up and no one was here to explain things to her. However, finding the right words seemed to be harder than the lizard faunus had expected.

_Good morning- _Nope, too energetic. Ilia ripped the paper off the pad, crumpled it up, and tossed it into the small waste bin next to the desk, starting over on the next piece of paper.

_Hello-_ No. Too impersonal. *rip* *crumple* *trash*

_Greetings!-_ Ugh. No. *rip* *crumple* *trash*

Okay, let's skip the greeting part.

_How did you sleep?- _Gods, that's lame. *rip* *crumple* *trash*

_So, you're probably wondering how you got in this situation, well it all started-_ Wow. That couldn't sound creepier. *rip* *crumple* *trash*

After a few more failed starts to her message, Ilia checked her scroll again, now she was thirty-five minutes late, the chameleon faunus had to stifle back a groan. Why was she making such a big deal about all this? It was just a note, it didn't have to be a ballad or anything, just write something already! So the lizard girl grit her teeth and just wrote out the first thing that came to mind, not even bothering with torturing herself by rereading it as she set it under the thermos and then bolted out of the room. The note read;

_You weren't feeling well._

_I didn't know your room number, so I brought you to mine._

_Stay as long as you need to._

_There's some tea in the thermos, it'll help._

_I hope you feel better,_

_Ilia_

* * *

Twenty minutes later, Carmella was reading and rereading the note. It said it was from 'Ilia', did they mean **THAT** Ilia? The one she'd trained with? Well, "with" was a bit of a stretch. Ever since they'd made eye contact in the courtyard just over a week ago, the pony-tailed girl had seemed to be very wary of being around the rabbit faunus, Carmella would almost go so far as to say she'd been avoiding her. It didn't necessarily bother Carm, or at least she didn't take it personally, it just meant Ilia wasn't interested in her, and there was nothing wrong with that. Plenty of girls had turned her down before, even a few guys had, it wasn't anything new to the rabbit faunus. This new development however, had Carmella completely baffled.

The caramel haired girl eyed the thermos warily, not overly keen on the idea of accepting unlabeled, open drinks from strangers. Then again, if Ilia had any nefarious intentions, wouldn't she have acted on them in the time Carm was asleep? With this reasoning, the rabbit faunus undid the lid of the thermos and immediately a warm, refreshing, and slightly familiar aroma filled Carmella's nostrils.

_Ohhh... that smells amaaaaaaazing._ The rabbit girl poured the tea into the convenient cup next to the note. It looked okay, or at least like normal tea, she supposed... she lifted the cup and gave it another series of curious sniffs, before taking a small, cautious sip. It tasted even better than it smelled. Carmella quickly downed the entire cup, she felt refreshed and awake now, a far contrast from the night before, and then she hopped out of bed with a smile on her face. The rabbit girl looked over the note once more before pocketing it and leaving the room, intending to track down Ilia to thank her for her kindness.

Carmella moved through the halls with a spring in her step. The ship had finally made it to calm waters as it began its final approach to Anima, so she didn't feel nearly as nauseous as she moved about the Pride. She didn't really know where to start looking for the illusive faunus, but figured she still had a few hours before they arrived in port for her to check the ship over.

The chipper faunus turned a corner and almost ran face first into a familiar giant faunus' orange t-shirt. "Mata?"

"Carm! There you are!" the ram faunus said in relief. "I went to wake you this morning, but your bed was empty. Well, not empty per se. There was definitely... something... in it," he said with a shudder.

"Oh... right," Carm replied apologetically, "sorry you had to see that, it was kind of a rough night for me. Um... anyway," she said desperately trying to change the subject, "have you seen Ilia anywhere?"

There was a flash of surprise on Mata's face. "Ilia? W-why are you looking for her?" he said with a slightly worried expression.

Carm raised an eyebrow at this. "Um... I just wanted to talk to her is all, why do you ask?"

"It's uhh... nothing. It's nothing... I mean, it's probably nothing..." the ram faunus stammered out.

"Mata, you just said the word 'nothing' three times in one sentence, so it's obvious 'something' is wrong. Why do you care if I want to talk to Ilia?"

The tall faunus looked uncomfortable for a moment, sighing as he looked over his massive shoulders to make sure the two of them were alone in the hall. "I just... look, you know me, Carm, I'm not the type to listen to or spread gossip, but..." Carmella cocked her head to the side, her long rabbit ears bouncing as she did. "Last night, the people I'm rooming with were talking before bed, and Ilia's name came up, they said she..." Mata trailed off again in one last ditch effort to abandon the topic.

Carmella was having none of that however. "Mata, just tell me."

The big faunus sighed again, his discomfort at talking about someone behind there back like this was apparent now. "Okay, so... how much do you really know about Ilia? Or rather, did you hear about what she tried to do to the Belladonna family?"

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_**A/N- And that's all you get this time, kiddo's. Hope you enjoyed! Maybe review? Four out of five dentists agree it helps make my brain write words better... well, faster anyway.**_

_**Next time- The Battle of Haven!**_

_**See you then!**_


	3. Chapter 3

_**A/N- It's been forever. Hope at least a couple of you guys are still around out there. To be fair, I WANTED to write this next chapter, but a Pokemon happened. Anyway, let's go save Haven Academy!**_

_**XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX**_

The fractured moon always made Ilia feel uneasy. There was just something about it, an object so big and heavy, but also broken and fragile looking, hanging over all of Remnant as if it would come crumbling down at any moment. On nights like tonight though, when the moon was full, the unease Ilia felt was cranked up to eleven. The jagged edges of the hole torn in the moon's surfaces almost looking like teeth. It was like there was a huge gaping maw in the sky, ready to bite down on the planet it orbited. Then there was the fact that some people were convinced that the moon looked like it was getting closer as years passed...

Fortunately, Ilia had more to worry about tonight than the fate of the damaged celestial body above, as the chameleon faunus' eyes were locked onto the White fang soldiers she was spying on through a pair of binoculars. She brought a finger to her ear, activating the communicator tucked inside.

"They're here," she said in a low whisper, confirming that they did in fact have the right night.

"What are they doing?" Blake's voice crackled back form the other end .

"It's tough to tell from here, I need to get closer."

"Okay, be careful, Ilia." the cat faunus replied, her worried tone coming through clear despite that static on the line.

The pony-tailed teen smirked, "Always."

She'd known the risks, that's why she'd volunteered for this job in the first place.

_**(Several minutes earlier)**_

It turned out, sneaking an entire battalion of faunus into Mistral was easier than one might think. They'd spent most of the day aboard the Pride, plotting and making the final preparations for foiling the White Fangs attack. They knew that so many faunus all entering the kingdom at once would arouse suspicion, so it was just a matter of entering the kingdom in smaller groups, which was odd, but they figured it wouldn't be enough to set off any alarms and warn the White Fang members already in the city.

So now here they were, about fifty or so faunus hiding out in the woods surrounding the academy. Blake, Sun, Ghira and Ilia all huddled together while Kali was off checking in on the other faunus. All that was left was to send someone in as a lookout to scout the situation at the academy, and Ilia had just nominated herself.

It just made sense, one person would go in silently, report the situation back via radio to the rest of the militia, who would then move in, and Ilia was by far the stealthiest of the group. Blake might have been a good second choices, but her reptilian friend had a few... advantages in the sneaking department that the cat eared faunus didn't share. Besides Blake had taken up a much more important job as the head of this operation, her parents stepping back to more of a support role and letting their daughter run the show. Ilia could see the proud glances Kali and Ghira shot the cat girl every once in a while ever since the night she'd given that speech that had rallied the people of Menagerie, and Ilia would be lying if she said she didn't feel the same sense of pride in her old friend. However, the pony tailed girl found herself a little distracted at the moment as her blue eyes continued to scan the crowd of faunus looking for someone in particular.

It wasn't a big deal or anything, but... well, once Ilia had finished her strategy meeting this morning with the Belladonna's she'd rushed back to her cabin, expecting to find a still resting rabbit faunus waiting for her, but instead only found her own empty bed. The note she'd left was gone, as was most of the tea she'd made, so the girl had probably awakened feeling better and returned to her own room. That was for the best really, less of a chance to have to answer a bunch of awkward questions about how the rabbit girl had ended up in the chameleon faunus' bed, and it wasn't like Ilia was expecting a 'thank you' or anything for what she'd done, but the situation was so bizarre she'd at least expected the long eared girl to track her down to say something about it. It was just odd was all, she hadn't seen that girl all day long. Ilia was worried she'd upset her and unintentionally crossed some kind of line in her actions. She hadn't meant to make anyone uncomfortable, Ilia had only wanted to help, but the more the lizard girl thought about it, the more paranoid she became. Should she have-

"Ilia?"

The chameleon girl jumped at her name being called, turning away from the crowd of faunus to Blake. "Yeah, um, sorry, what did you say?"

The raven haired girl gave Ilia a skeptical look. "I... just asked if you were ready to head out."

Embarrassed at being caught daydreaming, Ilia nodded solemnly. "I'm ready," she said, hardening her focus. The mission was riding on her now, she couldn't afford to be distracted.

"Be safe, Ilia," Ghira said, placing a giant hand on the younger faunus' shoulder, the chieftain had to practically hunch over in order to do so. "If you get into trouble don't hesitate to radio us for help." Ilia smiled up at the man who'd honestly been like a second father to her. She'd missed Ghira, even if he was a bit of a worry wart sometimes.

"Are you sure we should send her in alone?" Sun suddenly asked, "I mean, I could always tag along too, I can be stealthy!" Ghira, Blake, and Ilia all gave the monkey faunus a doubtful look. "Well... I mean, I could try, right?"

"One person will be harder to detect, and Ilia's the best person for the job, Sun," Blake explained. Ilia couldn't resist smirking at the compliment, and also maybe at the frustrated look on Sun's face, "and no offense to your... um... stealth abilities, but Ilia has an edge that others don't."

Before Sun could even get the question out, Ilia raised her arm's and shifted her entire body black in a pose that said, 'That's why.'

The tailed boy huffed playfully. "Whatever, I can totally still see you by the way..."

The chameleon faunus grinned mischievously. "Ok then, turn around for a second."

Sun looked confused, but complied, turning his body one hundred and eighty degrees before returning to his original position and finding only an empty spot where Ilia had once stood. He looked around the forest clearing confused for a moment, even spinning again in a complete circle, and still he couldn't figure out where 'lizard girl' had gone. He hadn't looked away that long, not long enough for her to run to the tree's for sure, and if she'd jumped above he definitely would have heard her at least.

"Uhh... where'd she-"

"Here," Ilia whispered suddenly into Sun's ear making him leap about a foot off the ground in surprise, flailing his arms at the reappearing chameleon faunus.

"WOAH!" he shouted, "When did- How did-?" Sun was baffled, how had he missed Ilia when she was standing right beside him?

"My semblance," Ilia explained, "It lets me-"

"YOU CAN TURN INVISIBLE!?" Sun practically yelled, proving just how stealthy he really was.

"It's not invisibility," Blake chimed in, having a lot of experience with her friends abilities, "it's more like a... perception filter.'

Sun scrunched up his face, clearly even more lost now. "A what-tion filter?"

"People don't notice me," Ilia clarified, a hint of sadness in her voice as she looked to Blake out the corner of her eye.

It was funny really, even her semblance seemed to be against her when it came to getting Blake's attention back in the day. How her special little gift worked was a bit difficult to explain. It was like going into a dark room with someone, and even though you can't hear or see them, you know they're there. You feel their presence, it was a kind of sixth sense that most people had, and Ilia's semblance seemed to override that sense. People just...weren't inclined to look in her direction, even when she was standing right next to them. It wasn't much, but when combined with her chameleon-like ability to change colors as she wished it made her well suited for sneaking into places she wasn't supposed to. It wasn't totally flawless, there were ways she could still be noticed while it was active. For example, if Ilia made a noise or bumped into something, then of course someone would be able to locate her instantly. The White Fang had made good use of this skill over the years, sharpening her abilities for their warped desires. Tonight though, for the first time in a long time, her semblance would serve a noble purpose, and maybe even be able to help save Haven Academy.

"Everyone else is ready," Kali said, walking over to join the rest of her family. "I should hurry to warn the Mistral Police Department so they'll be ready to apprehend the White Fang members."

"Right, I should get going too," Ilia said, "I'll radio once I get closer to the CCT plaza."

Ghira nodded in affirmation to both of them. "We all know our roles tonight. If we can successfully thwart this attack it'll change everything about how the people of Mistral view our kind. I'm hoping we can end things peacefully, but if it does come to violence do your best to pacify our opposition. There's been enough bloodshed, and at the end of the day these misguided people are still a part of our race. We can't build a better future for our people if we're willing to callously snuff out the voices of those who do not agree with us." Ghira looked to his wife and daughter, "But above all else, please be careful."

The three of them embraced for a moment, enjoying the calm before the storm. Ilia had already started to leave, but stopped at the edge of the clearing, looking back at the hugging family. Once there was a time she would have felt welcome in that tender display of affection, as a part of that family, but... Ilia didn't feel like she was there yet. She didn't deserve it, not after all the chameleon faunus had done, but tonight was the first step in making things right.

Just as Ilia was about to head off, she heard someone loudly clearing their throat to her left. She turned to see Sun standing there with his arms spread wide and looking at Ilia expectantly. Ilia gave the monkey boy a deadpan expression, then rolled her eyes, pulled out Lightning Lash and fired off it's extending blade so it wrapped around a nearby tree's branch, then she pulled and launched herself off into the night.

Sun stood there awkwardly before scratching the back of his head sheepishly. "Yeah, not a hugger, probably should have expected that..."

_**(Present)**_

Swinging from tree to tree with her whip blade, Ilia made it to the plaza quickly and quietly, stopping just out of earshot from the faunus patrolling. She settled on a high tree branch and surveyed the objective, her skin a midnight blue to hide her among the darkness. White Fang members were moving busily around Haven's campus, carrying metal boxes about the size of a small suitcase, carefully passing them between each other as they brought the devices to the CCT tower in the center of the plaza where they were hefted up to the faunus scaling the sides of the structure. Ilia recognized the devices almost immediately as bombs.

The chameleon girls blood went cold. They really were going to destroy another CCT, just like they had at Beacon. This was bad, losing one tower had brought the world to the brink of collapse, losing another might just push it over the edge.

Ilia had rationalized away a lot of the terrible things the Fang had done over the years she was a member. Things like theft, kidnapping, and even murder, she'd always told herself it's been for the greater good, and she'd been wrong, but this... this was just terrorism, plain and simple. This wasn't for the faunus, it wouldn't help people see them as equal to humans, this was an act where the only possible outcome would be chaos for the sake of chaos. How had things come to this? Had she really been so ignorant as to not see just how corrupt and downright evil the White Fang had truly become?

No, she'd known what she was doing was wrong, but then why'd she go along with it for so long?

**Because it felt good...**

Ignoring the voice in her head, Ilia contacted Blake as promised to let her know what she'd found, "Blake, the White Fang's planted bombs all over the tower, and on the supports surrounding it."

There was a beat of silence on the other end as Blake presumably was taking in what she'd just heard, coming to terms with the worst possible scenario. "How many bombs? Can you tell what kind?" the cat faunus asked.

"Lots," Ilia replied, "I count at least ten on the side I can see, more on the struts around the tower. I... recognize the design, it's the same ones we- I mean, they usually use for demolition." The camouflaged teen winced at her slip of the tongue, but Blake didn't seem to react, at least as far as she could tell, so she continued. "Good news is I should be able to disarm them easy enough, just have to sneak a little bit-"

"Once the charges are set, move back to perimeter watch!"

Ilia's heart stopped at the sound of a familiar voice in the courtyard. _Oh gods, no..._

"Tonight, Haven Falls."

There was no mistaking it. That voice had haunted Ilia's nightmares for over a year now. With a trembling hand she reached up to activate her communicator. "Blake," she croaked out, her throat having gone dry, "Adam's here."

Sure enough, there he was. The red hair, the blade at his hip, that mask, that horrible, horrible mask. Adam Taurus stood there in the plaza, casually ordering around the White Fang. The scars on Ilia's back lit up with a fiery pain, she looked down to see her fingers and hands starting to turn yellow as a result of the fear building inside the young faunus at seeing him again. Blake still hadn't responded, Ilia wondered what was going through her friends head right now after hearing the news. They'd both known there was a good chance Adam would be here. He'd been the mastermind behind the assault on Beacon after all, so of course he'd want to be on site to get credit for this atrocity as well. Still though, Ilia had prayed he wouldn't be here.

Traumatic memories of the last time the two of them had crossed paths played like a horror movie in Ilia's mind. Her hands, bound and strung up above her head, Adam's face twisted into a menacing scowl as he screamed at her for answers, and the twisting of her stomach as he withdrew his blade to get said answers out of the younger faunus.

The fear was overpowering now, and yet, somewhere, deep inside said fear gave way to something much worse; HATE. A burning, red anger started building off the fear inside Ilia as she stared at Adam. The chameleon girl had spent the last year of her life in constant terror because of this man. He'd made Ilia feel weak and worthless. What right did he have to make her feel that way? To make anyone he deemed "unworthy" feel that way?

The bull faunus' list of victims was growing everyday. Blake, Ilia, even Sienna Khan, all of them had suffered just because of this monsters ambition. Remnant would be a better place without him, and no one would argue that. Maybe that's why fate had brought Ilia here, to end this despicable faunus' reign once and for all. This was her chance to bring her nightmares to a close and get the revenge the chameleon girl had been too afraid to even dream about until now. Ilia hadn't noticed, but slowly her skin had been shifting to crimson in anger as her hand slowly reached for Lighting Lash's handle.

Yes, she could finish this here and now. Her abilities, that the White Fang had been so proud to exploit back in the day, they would be what brought down their maniacal leader, permanently. Ilia could sneak down there undetected, right up behind Adam, and with one quick thrust of her blade she would-

"It doesn't matter."

Blake's sudden and surprising response shook Ilia from her vengeful fantasies. What!? It didn't matter that the personification of their grief was standing right in front of her?

"What are you talking about?" Ilia asked in disbelief.

"We're here to save Haven, if we try and make a move on Adam now, he might detonate the bombs and all of this will be for nothing," Blake reasoned.

Ilia was at a loss for words, did her friend really intend to just let Adam go? "Blake, are you serious!?" the pony-tailed faunus said sharply, "After everything he's done, you're just-"

"I'm not!" the cat faunus snapped back cutting off Ilia. The two were silent for a moment before Blake came back, her tone softened now, "Ilia, I know you're angry, I am too, but we can't risk the safety of everyone just for our own revenge. That's not why we're here."

As much as Ilia wanted to dispute the point, she knew her cat eared friend was right. If she rushed in with barely a thought this whole operation would fail. There was more at risk here than just a few faunus' lives. If that tower fell it would be disastrous for the entire world. Besides, did she really think she had what it took to kill someone? Of course not. That was always the one line she'd refused to cross, she knew there was no coming back from that. But the way she'd felt for a moment there, seeing Adam again after all this time, it had been... unsettling. Maybe that line wasn't as far away as she may have thought.

It was then Ilia noticed the red creeping up her arms, so she took a deep, calming breath to reign her emotions in and soon her skin resumed it's darker, inconspicuous tone. She was so stupid, letting her anger get the better of her like that, but who could blame her? This was Adam they were talking about. Then again, Blake had suffered just as much -if not more- at the horned faunus' hands and yet she was able to momentarily put that behind her in the name of the mission. Why couldn't Ilia manage to do the same?

**...Because Blake's a better person than you...**

The chameleon girl clenched her fist tightly, again trying to ignore the unpleasant, but often true, voice in her head.

"Please Ilia, just take care of the explosives," Blake pleaded in her friends ear, "once you do that we'll move in to defend the school."

Ilia sighed quietly. She was still angry, maybe she always would be? But too much was riding on her right now to give in to it. "Okay," she said in a whisper.

"Thank you," Blake came back, "I promise, after tonight Adam will get what's coming to him, one way or another."

Ilia took one final look at her former mentor as he barked out orders to the White Fang members under his command, all of them still oblivious to the camouflaged girl watching them. She took another deep breath before springing into action. A couple of White Fang passed underneath the tree Ilia was perched in, probably going to keep lookout like their leader had said. The pony-tailed teen briefly considered taking them out, but that was a job for the militia, she had bigger fish to fry. With a few quick and silent leaps she finally reached the courtyard. She landed in a roll on the ornate wooden roof of the building nearest the tower, changing her skin tone to match the slightly darker blue of the wood beneath her. She crept low as she tip-toed across the top of the building, observing and counting at least eight faunus patrolling the CCT, not counting Adam, with probably more of them waiting back in the woods. A few of them were right next to the structure Ilia was peaking over, but her semblance made sure they never even thought she might be there.

The best way to the tower and the bombs would be across the thick communication wires running from the building to the CCT itself, a simple matter for someone as nimble as the lizard faunus. She could run about halfway and then jump off onto one of the struts supporting the tower, then start defusing the bombs from there. Ilia waited for a nearby patrol to wander away, and then like a bolt from a crossbow, she shot off the roof, sprinting across the wire without a sound. Then, without hesitation she leapt off onto the curved edge of the strut, trying her best to muffle the grunt made as she landed, her aura absorbing most of the fall, but it was still far enough to affect her. Ilia stayed crouched motionless for a moment, changing her color yet again to match the deep maroon of the support. She waited to see if their was any sound of alarm, but heard nothing, so she got to work.

There were bombs planted all over this strut, as well as a few of the others. The chameleon girl crept over to the nearest one, she almost scoffed at the sight of the explosive when she saw it. All these years and the White Fang was still using the same old, outdated tech, not that she was necessarily complaining, it just made her job easier. She withdrew Lightning Lash from her hip and used it's pointed tip to gently pry the cover off the bomb. From there all Ilia had to do was pull three wires in the proper order; white, yellow, and then red. As soon as the final wire was pulled, the ominous red light on the device fizzled out as the bomb was disarmed. With a smirk of self satisfaction, Ilia re-closed the cover and made her way to the next explosive.

Defusing the rest of the bombs on the strut was child's play for the nimble teen and soon she made her way to the next support, then the next, until finally all that remained were the explosives on the tower proper. There were faunus watching from the balcony on the lower section of the CCT, luckily there were no bombs on that level though. With another quick leap and silent landing, Ilia was on the tower right above the unaware faunus patrolling under her and continued her job, having to try and be much quieter with her work now with the White Fang so close. The lower bombs weren't a problem, neither were the higher ones thanks to the chameleon girls innate climbing abilities and non-existent fear of heights, but the one near the top of the tower was a problem. It was probably the most dangerous and the one likely to do the greatest amount damage because if the antennae itself was destroyed the tower itself would basically be useless.

There were little to no handholds on the side of the CCT, but Ilia traveled across the structure like it was nothing as she made her way up to the final bomb. One might ask why the White Fang had planted so many explosives when they could have probably done the job with one, but the radical group had never done things halfway, and weren't exactly notorious for their subtlety.

Ilia shifted her skin to a solid white as she reached the top section of the tower. Lighter colors were harder, especially since she couldn't exactly change the tone of her suit, but if she worked quickly it wouldn't matter. Like she had several dozen times now, the faunus teen began the disarming process, while also being aware of a pair of White Fang members that had moved up next to the tower and were talking among themselves. They seemed as oblivious as the others, chatting about the weather in Mistral or something as equally uninteresting as Ilia found them to be more of an annoying distraction than a threat. The final bomb opened, the lizard girl began removing the wires, first white, then yellow, and finally-

"What are you idiots doing?"

Adam's voice shouted below Ilia, making her freeze in place with her hand on the last wire. She heard his two cronies stammer out an excuse or seven before Adam cut them off, "I told you to go back to perimeter watch, not stand around by the tower. Get back to work. I won't let my greatest victory be ruined because of your laziness."

Ilia let go of the wire, turning her body so she was hanging onto the tower with one arm so she could look down on Adam with spite. That was all that really mattered to him, wasn't it? Not the Fang or the faunus, or even the people he deemed worthy of keeping close. No, everything was about him, getting revenge for the injustices HE had suffered, making sure HE was victorious, that HE was remembered as the hero.

The two faunus scurried off, leaving Adam alone as he looked over the courtyard. "Though, it's not like anyone could stop me even if they wanted to," he muttered under his breath just loud enough for Ilia to hear the smug smirk in his voice. This just made Ilia's anger and frustration grow. With her free hand, she reached for her weapon.

**That's right,** the dark voice in her ear encouraged. **Blake doesn't know what she's talking about. The only way to end this nightmare is to stop Adam, permanently. **

For the first time in weeks, Ilia actually found herself agreeing with that twisted side of her. It would be all too easy, to just jump off this building onto Adam. From this height, his aura wouldn't count for anything against the force of her fall and she could skewer Adam easily with her whip-blade. She was the only one who could do this, Blake could never make a choice like this, after all, she wasn't like Ilia.

However, it was that thought that shook the chameleon girl back into reality. She was reminded of her friends, and Ghira's, words, about how this couldn't be about revenge. If they just went around killing whoever they wanted whenever they wanted, that would make them just as bad as the White Fang was now. If they really wanted to change the way the faunus were viewed then they had to be better than this. That meant Adam needed to face justice for his crimes.

Ilia closed her eyes and sighed under her breath as she re-holstered her weapon. It was hard, but deep down the wayward faunus wanted to be better than this too. She hung there a while longer as she watched Adam walk away. Ilia vowed that they'd take him down for everything he'd put her through, but also that they'd do it the right way.

Unfortunately, Ilia was so wrapped up in her thoughts she didn't notice the piece of stone she'd been dangling from start to crumble and then suddenly break. With a soundless gasp, the teenage faunus found herself falling.

Ilia grasped wildly at the side of the tower for anything to latch back on. Thankfully, she was able to quickly find a handhold on a small outcropping only a few feet below where she'd been hanging from a second ago. Covered in a sudden panic induced sweat, hanging one handed off the side of the CCT, the chameleon girl fought to control her breathing, the entire operation had almost just fallen apart because of her, but she'd managed to catch herself. Just as Ilia was about to let out a sigh of relief, she saw the piece of stone she'd loosened fall past her head towards the ground.

The piece was small, but the "thud" it made when it hit one of the lower roofs of the tower reverberated through the silent night. It hit the ground shortly after, rolling to a stop near Adam's feet. The horned faunus paused, then slowly turned to the rubble below him, then he looked up at the CCT.

Ilia felt her chest tighten, she went completely still, her fingers starting to ache as they were the only thing supporting her now. She knew her semblance did a lot to help keep her hidden, but now that someone had reason to suspect she was there, she didn't know how long she would remain incognito. The lizard faunus could practically feel Adam's mask covered eyes scanning every inch of the tower, she knew it was only a matter of time before-

BOOM!

The building on the north end of the courtyard suddenly exploded getting the attention of Adam, Ilia, and all the White Fang in attendance. The horned faunus ran off towards the ear shattering blast as the dangling teen just stared in surprise. It looked like the entirety of the entryway to Haven's main building had just blown open, but there was no sign of any fire or smoke or any of the usual telltale signs of the explosion that Ilia was positive she'd just heard.

Then, suddenly from the pile of wood and debris, a mountain of a man rose to his feet. Shockingly, despite having just been thrown through a wall by some unseen destructive force, the man stood without so much as a stumble, like he was merely inconvenienced by what had just happened to him.

Just when Ilia became sure the scene before her couldn't get any stranger, the giant man reached into pouches strapped to his thighs and pulled out what appeared to be two fire dust crystals. Then to the chameleon faunus' horror, stabbed both of them into his own biceps. The man let out a roar that shook all of Haven, Ilia couldn't tell if it was out of pain or anger, perhaps both, either way the sheer presence of this man was intimidating.

What the hell was going on at this school tonight? Was someone else attacking the academy? What did this mean for the plan?

The plan...

THE BOMB! She'd never finished defusing the last one! Blake and the other faunus from Menagerie would be here any second and someone down there in that courtyard still had a detonator wired to blow the CCT to pieces!

Ilia looked up the tower to where the final bomb remained. Her arms were exhausted from hanging so long, the space between her and the destination seemed infinity further than before, but she had to make it. Thanks to the distraction in the courtyard right now, she at least didn't need to be subtle anymore. So the young faunus pulled out Lighting Lash, pointed it upwards and fired it's pointed tip, anchoring it into the wall next to her target. With another pull of the trigger, Ilia quickly rocketed up side of the tower, snatching the final wire from the bomb as she passed it.

Her job finally done, the exhausted faunus used her weapon once more to lower herself to the ground where she collapsed against the tower, desperately trying to catch her breath. That had been way more complicated than it needed to be. Her shoulders felt like they would have popped out of their sockets if she'd had to hold on for even one second longer.

Unfortunately, as much as Ilia wanted and needed to rest, her night wasn't over yet. The bombs had been neutralized, now it was the White Fang's turn.

* * *

Carmella bounced her left leg anxiously as she leaned against a pretty uncomfortable tree waiting for the battle to start. She looked down at the "stun spear" she, as well as the other members of the militia, had been given. She'd spun the weapon in her hands a few times to try and get used to it's weight when she'd gotten it, but now it laid next to her shield against the tree she was leaning on. The hastily painted golden wolf's head on the shield gleamed under a ray of moonlight that had managed to cut through the thick forests branches, a stark reminder of what awaited the faunus teen later tonight.

All around Carm, the faunus militia sat quietly. There were about fifty or so of them in this group, and the rabbit girl could guess exactly what was on each and every one of their minds right now; This was it.

Everything they'd trained for these last weeks, it all came down to tonight. Carmella couldn't remember ever feeling so nervous and/or excited at the same time in her whole life. The idea of what was about to happen hadn't really had a chance to set in yet, mainly because she'd spent all day trying to avoid-

It was then that the long eared girl saw a unnaturally curly pony-tail move between the trees. Ilia stepped into the small clearing where the Belladonna's were preparing for the upcoming battle. After exchanging words with the chieftains daughter, Ilia seemed to begin looking off, scanning the crowd of faunus, looking for someone. Carmella immediately darted around to the opposite side of the tree she'd been leaning on, earning her a few odd looks from the faunus around her. After a moment, she cautiously poked her head out from the hiding place to see the spot covered girl had gone back to talking with the chieftains family.

The rabbit girl sighed in relief, but also with a hint of frustration. Hiding behind a tree like this, what was she? Five? The situation was beyond complicated at this point. Carm really WANTED to talk to Ilia, having never properly thanked her for taking care of the seasick rabbit faunus back on the boat, but after her talk with Mata, Carmella wasn't so sure she should. Not that she wasn't insanely grateful for what the pony-tailed girl had done for her, it was just... Mata had told her some things about Ilia that were concerning to say the least. Had it been anyone else that'd told her she wouldn't have bothered even listening, but she trusted Mata and knew he wasn't the type to make stuff like this up.

So now Carm knew what apparently everyone else in the militia did; that Ilia used to be with the White Fang, the same White Fang that the people of Menagerie -including Carmella herself- had been training to stop at Haven. Apparently the spot covered girl had been a member as recently as a couple weeks ago, going as far as to openly speak out against the Belladonna's themselves at a press conference. That wasn't all however, Ilia had also been a part of the assault on the chieftain's home, attempted to kill Ghira and his family, or so the rumors went. Sure, Carmella didn't exactly know the Belladonna's personally, but her brother Phyll had been there that night, fighting alongside the chieftains personal guard against the White Fang assassin's. The rabbit girl didn't know what she would have done if anything had happened to Phyll, her brother meant so much to her, and Ilia had been a part of that attack.

At first, Carmella didn't even believe that someone who'd go out of there way to help a stranger would be capable of being a part of something like that, or at least she didn't want to. But she'd seen Ilia there that night, though at the time Carm didn't know why, and that meant the rabbit girl had to investigate further. She'd spent all morning asking the other faunus around the Pride and was surprised to find that there stories all seemed to line up with what Mata had overheard, which looked pretty incriminating for Ilia.

So what did that make Ilia then? A criminal? Exactly the kind of person Carmella had promised her dad she would stay away from? Or... something worse? Honestly, the long eared faunus didn't know how to feel about the mysterious girl now. She wasn't really angry, what right did she have to be? She hardly even knew Ilia to begin with, so it wasn't like she felt betrayed or anything. At then end of the day, she supposed she was just... confused.

If Ilia was supposed to be some kind of "villain", as many had put it, then why'd she help Carm like she did? She'd scooped a barely conscious rabbit girl off the floor -when anyone else would have probably just kept walking- and taken care of her, even letting her rest in the spotted girl's own bed. Carmella didn't feel like it was an exaggeration to say that it was probably one of the nicest things anyone had ever done for her. The version of Ilia that everyone else seemed to know was just completely different from the one Carm had met.

So I guess you could say this whole "hide-and-seek" thing was a kind of... reconnaissance by Carmella into the kind of person Ilia really was. She had to make sure she wasn't dangerous or anything, that's all, Carm just wanted to get a better read on this girl. It wasn't even remotely weird. And it definitely didn't look like she was borderline stalking Ilia or anything. Nope. Definitely not.

Speaking of the girl that Carm was almost certainly stalking at this point, Ilia then zipped off into the forest using what looked liked some kind of whip-sword that made the rabbit teens eyes sparkle widely. "That is so freaking cool," Carmella said aloud to herself earning more weird looks from the faunus around her.

With Ilia gone Carmella returned to her former post, trying to get comfortable against the tree while settling the butterflies in her stomach, the upcoming battle still weighing heavy on the young faunus' mind. She looked around once more for Mata, hoping a familiar face would put her at ease, but apparently the ram faunus had been put in the other group. The plan to defend Haven required the militia to split in two so they could surround the White Fang, one approached from the east and the other from the west. Once they'd sprung their little surprise interference they'd spread out making a barrier to trap the radical faunus and keep any of their members from escaping. It was a simple plan, but it seemed solid, even more so if they could get the help of the Mistral Police Department.

Despite how solid the plan might seem, Carmella couldn't help but still feel nervous for some reason. She'd trained hard, harder than ever before in her life for this. She understood what the White Fang was capable of, and she'd accepted the risk that she might get hurt. Yet, despite this, as the moment drew near the long eared girl could already feel her knees shaking.

_It's alright,_ she thought to herself,_ it'll be just like sparring... with people who will be trying to kill you... and who have guns... guns they will shoot to kill you..._

Carm groaned loudly, resorting to slapping herself a few times in an effort to pump herself up. It didn't work, the only results were a stinging sensation in both her cheeks and the few remaining faunus around her slowly starting to back away from the bizarrely behaving rabbit girl.

She knew she shouldn't be worrying. After all, it wasn't like she was doing this alone, everyone else here was probably just as nervous as she was, they were all just really, really good at hiding it... probably... Yeah, it'd all be okay, she just needed a few minutes to collect her-

"Alright you guys! We're moving out!" Carm felt her whole body tense up at the sound of Sun Wukong's voice as he quickly began leading the faunus militia through the woods towards Haven.

_Oh god, oh god, oh god, it's happening,_ panic started to overwhelm Carmella,_ I'm not ready! What was I thinking!? I can't-_

Then Carm looked down at the old White Fang's symbol painted on her shield. She'd learned a little about the faunus civil rights group back in school, how they used to stand up for their people, how they'd made sure humanity kept their promises after the Great War, to treat faunus as equals. They were the good guys once, fighting for a downtrodden people who wanted nothing more than to exist happily in the world, but somewhere down the line they changed. It was like they kind of... gave up, choosing to take a more violent approach to their cause. The story of the White Fang's fall always made the rabbit faunus a little sad, they were supposed to be the best of her kind, but now their kind was forced to stand against them.

The long eared girl thought back to the speech the Belladonna's daughter had given the night of the fire, about how doing nothing and staying silent in the face of injustice let other people act and speak for you. Carmella definitely didn't want a group resembling what the White Fang had become speaking for her or deciding what the rest of the world thought of the faunus, so that meant she had to act, right? Not just for her family or herself, but for the future of all her kind. That was why she was here, and she had to remember that.

Carmella straightened her posture, picked up her weapon and shield and hurried off to catch up with the rest of her group.

It was a short walk through the woods to Haven Academy, with Sun leading the pack. Their was a bit of excitement when they'd run into a couple of White Fang members on patrol, but their monkey tail leader, as well as a few of the faunus at the front of the group, were able to knock them out nice and quietly before an alarm could be sounded. The best course of action the militia found was to leave the two rouge faunus tied to a nearby tree where they could be picked up by the authorities later.

Unfortunately, due to Carmella's little panic attack earlier, she'd been at the back of the line and thereby missed all of the action, but she did manage to get a good look at the two out cold, masked faunus as she walked past. The sight served as another grim reminder of how real all of this was, but the rabbit girl's resolve had already been hardened, and this time she didn't allow any of the panic to set in, she just kept moving.

Eventually they arrived at Haven, Carm could barely resist gawking at the sheer size of the school, the CCT itself was probably the tallest man made structure she'd seen in her life. This was the kind of place the rabbit girl had always dreamed of going, attending classes and training to become a huntress herself someday. It was hard, but the long eared teen had to quickly remind herself that she wasn't here as a sightseer, they had a job to do.

Even though she still found herself at the back of the group, Carm's long, extra set of ears were able to make out voices in the courtyard as they made their approach. She couldn't quite hear what they were saying, until she heard Sun suddenly shout out, "That's why she didn't come alone!" After that, their were more words she couldn't quite hear, but they sounded excited.

Getting frustrated, Carmella began trying to squeeze past the people in front of her to make her way closer to the conversation in the center of the plaza. She got about halfway when suddenly the night lit up and a loud beeping filled the air that almost had the young faunus pulling her ears down at the sound. From behind the school, three airships of Mistralian design rose, their engines whirring as they pointed there searchlights down into Haven's courtyard.

"Adam Taurus," a voice over one of the ships PA systems boomed above, "this is the Mistral Police Force! Lower you weapons and surrender peacefully!" Carm stared upwards, awestruck but also smiling happily at the fact the police had actually come to help them, or rather, humanity had come to help the faunus.

The rabbit eared girl finally managed to make her way to the front of the group to see what was going on. There were a bunch of White Fang goons in the center of the plaza in their usual armor and masks, all identical except one. The man had fiery red hair, swept back with a pair of horns sticking out and a sheathed blade at his hip. Also his mask was smaller than the rest, only covering his eyes with red curved marks on it than resembled the ones commonly seen on Grimm.

"How!? How did you do this!?" Carmella looked across the courtyard, curious who the red haired faunus was yelling at, to see the chieftains daughter Blake standing there. He sounded angry, but there was also a barely contained panic underneath that the rabbit girl picked up on.

"Adam," Blake replied, naming the red and black colored man, "it's over."

Adam Taurus... the name definitely sounded familiar to Carm, but too much was going on for her to really wrack her brain on the subject at the moment. The rabbit girl looked back and forth between Blake and Adam, she'd never considered herself an expert on such things, but she could sense a history between these two.

Before she could even begin to ascertain what that history was, Adam reached into his pocket and pulled out a small device. "Then it's over for all of us."

Carmella's golden eyes went wide in fear. She'd seen enough action movies to know what a detonator looked like. There was no way to prevent it, no one could get there in time to stop him. As Adam's thumb pressed down on the trigger, Carm shut her eyes tightly and braced herself as best she could for what was coming. She thought about how she'd never see her family again. How she'd promised her dad she'd be safe, but now she was going to die thousands of miles away from-

Wow. That explosion sure was taking it's sweet time, wasn't it?

"What are you trying to do? Get us all killed?"

At the sound of the unfamiliar voice in place of what should have been an earth shattering "kaboom," Carm cracked an eyelid open. She saw Adam grabbing one of his subordinates by his collar and screaming at him, but the rabbit girl was still recovering from her entire life flashing before her eyes to really hear it.

She was.. alive? How? What had happened? Was there no bomb after all?

"We sent someone to confirm your explosives," Blake said, both confirming Carmella's fears and calming them at the same time, "and once we did _she_ disarmed them."

Wait. She? Could it be? Was it even possible? Carmella had only seen one person dart off ahead of the rest, vanishing into the night alone...

Suddenly, as if appearing from nowhere, a figure walked out of the shadows onto the lower level of the CCT tower, a handful of wires in hand and a badass looking scowl on her face.

Two thoughts crossed the young rabbit girls mind then. First; That it should be illegal for anyone to look as cool as Ilia did right now, and second; That the spotted girl had just saved her yet again, along with every other faunus at Haven that night.

* * *

Looking down on Adam Taurus was a new perspective for Ilia, but one she could definitely get used to. She proudly held out the handful of wires she'd ripped out of the bull faunus' precious bombs, turning them into nothing more than ugly metal additions to the side if the CCT tower. Even from this distance the chameleon girl could tell Adam was seething up at her, enraged that someone he'd cast aside as unworthy had managed to ruin his plans. Blake had been right, this was so much more satisfying than stooping to his level. Granted it wasn't everything that Adam deserved, but it was a damn fine start.

"I told you, Adam," Ilia heard her cat eared friend say, "it's over." The pony tailed faunus smiled proudly at Blake. Her friend had come a long way from the shy bookworm hiding behind Ghira when they'd first met all those years ago. Now she'd managed to turn a bunch of reluctant faunus into an army and helped lead an attack to save an entire kingdom.

Adam's growl of rage brought Ilia out of her reverie as he suddenly charged at Blake, his hand going to his blade. Ilia's eyes went wide. How had they not planned for this? Of course Blake would be the first target Adam would lash out at in frustration. Now her friend was alone, there was no one there to help and no way to get there in time to protect her. Ilia reached out futilely, about to call out Blake's name just as Adam reached his target.

Then, in the blink of an eye, the enraged bull faunus swung, slicing Blake in two...

... or rather, he sliced the shadow clone Blake had left in her place, as the real cat girl appeared at Adam's side, her hands clasped tightly together above her head. In an instant, Blake brought both her entwined fists down on the still mid swing faunus' head, sending Adam to the ground, hard.

Ilia stared in disbelief, her arm still halfway outstretched. She watched as Adam fell, the man who'd haunted her thoughts for over a year now, was brought down by her best friend in one mighty blow. It was at that moment Ilia realized what Adam really was. He wasn't some unbeatable supervillain, or a monster that couldn't be stopped, and he damned sure wasn't the unflappable voice of the faunus. No, he was just a man, a faunus, one twisted by humanities cruelty into a weapon of rage and destruction, like her. He was fallible, and in a way, almost pitiable. Now, everyone saw what he really was, as the White Fang members in the plaza began to exchange looks of doubt, their all powerful leader brought down by a teenage girl's single strike.

Their stories weren't all that different, Ilia supposed, they'd both lost plenty and had used the pain of those loses to justify a crusade against the humans. The only difference was Ilia had managed to realize where the path she was on lead her before it was too late. She'd had friends and family that could pull her back, Adam hadn't, and instead was much more adept at pushing others away than the chameleon girl had ever been, which she was thankful for in a way. Now it was time for Ilia and the rest of the faunus of Menagerie to prove just how fallible Adam really was by stopping her former mentor here and now.

However, the red haired bull faunus wasn't about to give up without a fight. "KILL THEM!" he roared as he pushed himself up off the ground.

Things immediately went to hell. The White Fang began firing indiscriminately at the militia, but thankfully the shields they carried, as well as the training they'd all received, allowed them to block most of the shots. The faunus charged their masked brethren and the Battle for Haven officially began.

Ilia leapt off the steps of the CCT and into the action, whipping out Lighting Lash and with a quick swing disarming several of the White Fang with an electrical strike from her whip. She followed it up with a few quick hits, sending the wayward faunus to the ground, unconscious. All around her, members of her race where fighting. A few of the more daring ones Ilia had helped train ran straight at there opposition and started beating down on them with there stun spears, while the rest hung back acting as a distraction for the White Fang. The -almost late- Mistral Police rappelled down from their airships and began also attacking the radical faunus group alongside the militia. To top everything off, Sun, Blake, Ghira, and now Ilia herself were fighting as well, sending entire groups of White Fang flying as they tore through their numbers.

It looked like things would be over quick, but then a handful more White Fang came busting out of the treeline around the plaza, joining the fray, but still the militia outnumbered them at least three to one. This was turning into a war of experience versus numbers and if that was the case it could go either way. Right now though, the militia seemed to have the upper hand so Ilia decided to instead focus on disarming the White Fang with guns as those weapon were the only real advantage they had against them at this point. Things were off to a hectic start, but overall they seemed to be going well, which in Ilia's experience meant they were about to take a turn for the worse.

The big man that'd exploded out of the side of Haven Academy's main building hadn't moved a muscle since his bizarre dust injection. Ilia made sure to keep at least one eye on him, the only unknown in this battle so far. He didn't look like a faunus, but then again who was Ilia to assume, his clothes were torn and tattered and he wore a mask of calm in the face of the skirmish in front of him. Who was he? Why was he here, tonight of all nights? His menacing presence weighted heavy on the chameleon girls mind.

Suddenly, there was movement inside the school as a white flash shone briefly before a... something came flying out, stabbing into the giant of a mans lower back. Ilia stopped fighting to stare in disbelief as the huge human grunted in pain as he was impaled, but shockingly didn't fall, if anything he looked more annoyed than anything by this development. Then, in the blink of an eye, he was immediately pulled back into the giant hole in the side of the school.

This was quickly becoming one of the strangest nights of the young lizard faunus' life. She looked to her left to see Blake there, also staring at the bizarre sight, but her expression was different from the one Ilia wore. It was one of surprise, but also recognition, and maybe just a tiny bit of dread. Did Blake know something about what had just happened? Her friends eyes were locked onto Haven's destroyed entrance as she seemed oblivious to the battle surrounding them. Unfortunately, Ilia wasn't the only one who'd noticed her friend paralyzed state, and from behind her, Adam rose to his feet gripping his swords hilt tightly with his teeth clenched as he began rushing at Blake again.

Ilia's feet moved without thinking and she began sprinting over to intercept, Lightning Lash already crackling with energy. She swung her whip out, managing to snag Adam's wrist before he could draw Wilt, and sending electricity coursing through him. The bull faunus' yell of pain snapped Blake out of her stupor and she turned back in time to see Ilia's foot slamming into the masked swordsman's midsection, sending Adam rolling across the courtyard several feet.

The chameleon girl landed in a a crouch, putting herself between Blake and Adam and glared at the bull faunus protectively. "Blake!" she shouted over her shoulder, not taking her eyes off the man before her, "go figure out what that was," she said referring to the glowing harpoon that seemed to spirit away the mountain of a human that had been standing there only seconds ago.

"Ilia, I-"

Adam was back on his feet and charged with a roar at the pony tailed girl, swinging his red sword at her. Ilia managed to get her whip-blade up in time to block and now found her self face to face with her former "friend". The bull faunus bared his teeth in fury as he pressed her sword against the spotted teen and Ilia glared right back even though it was quickly becoming obvious she was outclassed in strength. Ilia was using every drop of adrenaline in her body to keep her footing.

The lizard girl looked back over her shoulder at her cat eared friend. "Blake! Go!" she shouted, "I've got this."

Blake gave Ilia a hesitant look, but then nodded before disappearing into Haven's main building. Her friend now out of sight, the chameleon girl felt her resolve waver. _'I've got this?'_ what was she thinking!? Adam was going to absolutely destroy her! She knew exactly how strong he was, she'd seen the wake of bodies he'd left in his path firsthand. What made her think she even stood a chance in this fight?

"I should have killed you back in Vale," Adam hissed at her.

Ilia's eyes flickered with fear as the painful memories of what she'd been through at this mans hands came back yet again and the scars that crisscrossed across her body flared up in pain, but this time, with the pain came anger. He'd tried to break her, and maybe he had in a way, but there was enough of the old Ilia left in her to want to make sure he never put anyone else through what she'd experienced.

"You'll wish you had," the now red eyed Ilia said in a low voice.

With a yell, the enraged chameleon girl summoned strength she didn't even knew she had to shove Adam back and plant another kick into his abdomen. The bull faunus growled like a wounded animal as he leapt back and with a swing, launched a crimson wave of energy at Ilia. The spotted girl jumped and twisted in mid-air to dodge, she could feel the heat from the attack as it just barely passed her, tearing up the courtyard until it finally hit the wall behind her where it left a huge gash in the stone.

Adam didn't let up for a second, and before both Ilia's feet even hit the ground he'd moved in and delivered three quick slashes on the still off balance lizard faunus. The relentlessness of her opponent meant Ilia had no choice but to try and deflect his blows, her panic growing with each clash of their weapons. She knew how his semblance worked, or at least had a pretty good idea after having witnessed it enough times. It wasn't obvious, and Adam definitely didn't share any information with anyone about it, not even among his own troops, but from what Ilia had managed to gather it had something to do with absorbing and releasing kinetic energy. Which meant the longer a fight went on, the more dangerous he became. Every time her steel met his, Ilia knew she was giving Adam more ammo to use against her.

She couldn't let the doubt sink in. Ilia had to be smart about this, keep Adam's focus on her and off the militia members fighting nearby, he'd tear through them like tissue paper if he had the chance. She knew she was never going to be able to overpower Adam, but she just might be able to out-think him.

Ilia twisted her whip in the air in front of her and began a quick rotation with her arm, almost creating a barrier of twirling electricity and forcing the bull faunus to back off for a moment. The chameleon girl spun her arm faster and faster as she slowly began walking towards Adam and moving the wall of thrashing metal and energy Lightning Lash was making towards him.

The swordsman didn't look too eager to approach at first, but then gave Ilia a dark smile as he re-sheathed his weapon. The chameleon girl didn't even dare to hope he was surrendering. Sure enough, the telltale red marks on his mask and clothes started to glow and his body crackled with energy before he dashed straight into the storm Ilia was creating. The younger faunus was surprised by this, but then realized this could be the chance she'd been waiting for. It looked like Adam had finally made a mistake, let his anger get the better of him like she knew he would and this was Ilia's chance to take advantage.

She should have known it wouldn't be that easy.

Just as her whip blade was about to make contact, something appeared at Adam's side. It looked like a shadowy copy of himself, jet black except for the burning red of his hair and mask. The clone knocked away the strike before disappearing into dust as Adam stepped a little closer. Ilia felt panic swell inside her as she started to try and swing even faster, her shoulder starting to hurt from the constant rotation. This just made the copies appear quicker, each lash from her weapon being deflected effortlessly as Adam got even closer.

Had the bull faunus really gotten so much energy from just the few times he'd made contact with Ilia's weapon? The thought that even with all of the fear and doubt she'd felt in deciding to face this monster, she'd still somehow managed underestimate Adam's power and ability horrified the lizard girl. She watched as the red haired, horned man got closer and closer, her attacks only slowing him down ever so slightly. He still hadn't even fully withdrawn his red blade as it just barely peaked out of Blush at his hip.

His blade...

Ilia's mind raced as she managed to put together a plausible, but desperate strategy. It was a big risk, but if she could pull this off, then it would certainly turn the tide of their fight in her favor. She stopped her assault, switching Lighting Lash into it's rigid, pointed sword form, giving Adam the opportunity to close the remaining distance between them.

_This is gonna hurt..._ she thought to herself as the two fighters finally reached one another. Wilt exploded out of its sheath, eager for blood and quicker than the blink of an eye. Ilia waited until the last second before she broke her stance and went into a deep roll. She grit her teeth as she felt the sting of Adam's sword cutting into her shoulder. Her aura held up, probably thanks to the bull faunus expending all the energy he'd built up deflecting her earlier attacks, but still he left a long cut across Ilia's arm. She felt warm blood start to drip down from the wound, but she didn't care. What was one more scar this monster left on her body to her? Especially if this worked. A pull on Lightning Lash proved the risk had been worth it. Adam felt the pull as well, his sword suddenly seeming to try and leap out of his hands. He looked to Wilt, shocked to see Ilia's whip was wrapped around the blade.

The wounded chameleon girl planted her feet firmly on the ground. All those years she'd seen Adam fight, he'd never fought without his sword, hell he'd never even let the thing out of his sight. This lead to the theory; What if he needed it to "conduct" the energy he used in his semblance? It was a rough hypothesis at best, but Adam would kill her regardless, so why not give it a shot?

Ilia pulled as hard as she could, trying to rip Wilt right out of Adam's hands. The bull faunus was quicker though and re-tightened his grip on the weapon with both hands now, his reaction giving Ilia the feeling she'd been right about his dependency on it. The two engaged in a brief game of tug-of-war, but despite being caught off guard at first, it was still clear Adam was stronger than the nearly exhausted chameleon girl, but Ilia had an answer for this. She pulled the trigger on Lightning Lash, sending electricity surging into Adam's sword and then into the bull faunus' arm... or at least that was the plan, which things rarely go according to. As the electric dust was poured into Wilt, the weapon glowed bright red, brighter than Ilia had ever seen.

Adam's smirk told Ilia all she needed to know about the mistake she'd just made, apparently it wasn't just physical attacks that he could absorb, but energy based one as well, and she'd just filled up his tank.

With a savage pull, the bull faunus wrenched his blade free, nearly pulling the pony-tailed girl to the ground with the force. Ilia stumbled a bit, then looked up just in time to see a torrent of red energy flowing from Adam as he swung his sword downward and a humongous wave of crimson overtook the young chameleon girls body. All Ilia could think to do in the instant she had to prepare was to bring her arms up in front of her face to brace herself.

Her aura didn't hold up long in the face of such a brutal attack, but long enough to keep her alive at least. As soon as it fell, a searing, unbearable pain covered Ilia's entire body as she was thrown back. Before she hit the ground, the only sensation the faunus teen was aware of was Lighting Lash falling from her hand.

Somehow, despite the agony, Ilia managed to barely stay conscious after the attack, as her back and head slammed against the unforgiving pavement beneath her. Every bit of her hurt, but she could in fact confirm she was alive, somehow. Through sheer willpower, Ilia managed to open her eyes to see her weapon lying on the ground nearby, she instinctively reached out for it, her fingers just grazing it's curved hilt before a red and black boot stomped down on her hand.

"Well, doesn't this feel familiar," Adam's voice was muffled, like it was being heard underwater. Ilia briefly wondered if maybe she had a concussion, though she had a feeling that would soon be the least of her problems, "You, at my mercy, abandoned by your so-called friend. It's all so nostalgic, don't you agree, Ilia?"

Despite her current state, the injured chameleon girl still managed a glare up at the man gloating over her. In response, the bull faunus unsheathed Wilt and pressed the blade to her throat. Ilia swallowed hard as she felt the still warm metal against her skin.

"You chose the wrong side, Ilia," Adam continued to taunt the younger faunus, "Throwing your life away for a bunch of traitors and cowards? Pathetic."

He wasn't wrong, but the chameleon girl would never regret that choice, the choice to stand with her friends... her family. She'd done terrible things to the Belladonna's, to Blake herself, and they'd forgiven her, the least Ilia could do in return was be willing to lay down her own life for them.

Between labored breaths the wounded teen gave Adam her response, "No...you... pathetic... alone..."

The masked faunus raised his sword above his head slowly, "Once I'm through with you, I'll parade your lifeless body all across Anima," Adam said with a smile. "You'll serve as a reminder of what happens to those who stand in the way of my destiny."

Ilia wished she had the strength to roll her eyes right now. She'd spent years fighting for Adam's so called "destiny" for the faunus. She was just so tired of hearing about it now, she was tired of all of this, all this fighting. Maybe it was the head injury talking, but she just didn't see the point anymore. In the end what happened to her didn't matter really, what was one faunus' life in comparison to her entire race? If she died here, at the hands of this madman, then so what? The White Fang was done for after tonight, best case scenario they'd be divided, to the point of collapse even. The job was done, and she could rest easy knowing she'd done her part.

Ilia closed her eyes, content to just let it end. There was a yell of exertion as Adam brought his sword down aiming for the girls chest, and then, silence.

There was nothing. The chameleon girls consciousness seemed to almost be floating away now. It was odd, for some reason Ilia found her mind drifting to thoughts of a certain rabbit eared girl of all people. There'd just been something about her... Yeah, Ilia definitely had a concussion if these were her final thoughts.

"Mr. Taurus," a booming voice made Ilia's eyes shoot open. She was alive, and above her, next to Adam stood a mountain of a man with his clawed fingers wrapped tightly around the bull faunus' sword arm, halting the lizard girls execution. "I'd like to have a word about how you've treated my daughter," Ghira Belladonna said with a stern expression.

Before Adam could react, Ghira tightened his grip. There was a sickening crunch and the bull faunus let out a growl of pain as he reached for Blush at his hip. Seeing this, Ilia managed to pull her hand out from under the masked man's boot, grab Lighting Lash, and jabbed it into Adam's leg, then pulled the trigger. Electricity flowed through the bull faunus as his body stuttered, stopping his hand just short of his sheath-gun. Ghira however, didn't even flinch in response, and then proceeded to fling the younger faunus across the battlefield with one hand like a black and red horned discus. Adam hit the ground with a grunt a good twenty yards from the chieftain and Ilia, and didn't appear to be in any hurry to get back up, at least not at the moment.

Ghira gave the bull faunus another look of contempt before turning and offering Ilia one of his giant hands. "Are you alright, Ilia?" he asked gently.

In that moment, the chameleon girl was reminded of the first time she'd met Ghira. She was fresh off the boat in Menagerie, after losing everything and basically being deported from Atlas. She'd been treated like a problem child who'd committed an "unprovoked assault" on her fellow classmates, the world as she knew it had turned it's back on her. She hadn't expected much when she'd arrived at the faunus colony, but there Ghira was, waiting for her just like she'd been told he would be. He hadn't seen a delinquent stepping off that boat, he saw a kid, scared and alone with no one to turn to, and just like right now, he'd offered her his hand.

Ilia didn't have many memories of her real father, the years had caused most of them to fade, leaving only a precious few. But as far as surrogate dad's go, Ilia felt like she could have done a lot worse than Ghira.

The lizard girl reached up, taking the larger faunus' hand and was hoisted up to her feet like she weighed nothing. She was still a little dizzy, but thanks to Ghira's steady grip she quickly regained her composure. "Thanks," she said with a nervous smile.

Ghira smiled fondly back, putting his hand on the younger faunus shoulder and nodding. There were a lot of things Ilia wanted to tell him right now, as well as about fifty or so apologies she owed the man, but all that would have to wait as suddenly even more White Fang members came out of the woods and joined the fray.

The chameleon girl sighed, between the Menagerie militia and the MPD, what chance did these faunus think they stood at this point? Then again, Adam had always had a knack for inspiring the downtrodden, convincing them to become willing to throw there very lives away for the cause, or rather, his cause.

"Look's like this fight isn't over quite yet," Ghira said with disdain, the diplomatic faunus had clearly seen enough violence for one evening.

"Then let's finish it," Blake said, suddenly appearing at Ilia's side, having returned from her investigation inside Haven.

She noticed the cut on her lizard friends shoulder and Ilia could immediately see the guilt start to form in the cat girls eyes. "I'm okay," the spotted teen said quickly, trying to ease her old friends conscience. "What was going on in there?" she asked Blake, still curious as to what she'd seen earlier.

The cat eared girl opened her mouth, but seemed hesitant to speak. "It was... nothing to worry about," she non-answered. "We need to focus on the White Fang for now." Ilia narrowed her eyes at the response, but ultimately decided to trust Blake for now. After all, that was what had gotten her this far.

"Ilia, you should rest," Ghira said with concern, "your aura is-"

"It's fine," the pony-tailed girl said giving the older faunus a sharp look filled with conviction.

It wasn't a total lie, Ilia was able to stand at least, but Adam's attack had taken a toll on her. Her aura was gone, which always made things trickier, and every inch of her body was sore, not to even mention the head ache -and hopefully not concussion- from her impact on the ground. Her vision was a little hazy still, but getting better, the nausea however... but she was still vertical, and that meant she'd keep fighting.

Across the courtyard, Adam was slowly starting to get to his feet as well. Ilia brought up Lighting Lash, but Blake held a hand out in front of her. "You two," she said referring to her friend and father, "protect the militia." Then she looked to Adam with determination, "It's time for me to finally face him. I'm ready."

Ghira didn't look thrilled at the idea, but the fire in his daughters eyes was enough to convince him. "Okay... just be safe, both of you," he said referring to Ilia as well, before hurrying away.

The chameleon faunus stayed a second longer, "Hey, Blake?" the cat girl glanced to Ilia, "Kick his ass." Blake smirked before darting off towards the recovering bull faunus.

Alone now, Ilia took a moment to breathe, inhaling deeply, clearing the last remaining cobwebs in her mind before she too set out to secure Haven.

* * *

_Soooo it turns out fighting in an actual battle was waaaaaay more different from one on one sparring than I thought. Who would have guessed? _Carm thought to herself as she surveyed the chaos going on around her.

She spotted a White Fang grunt with their back to her taking pot shots at militia members and the rabbit girl rushed towards them, her shock spear held up above her head. Then, for like the billionth times, another militia member came out of nowhere and cut her off, bashing the unsuspecting masked faunus across the back of their head. There just weren't enough goons to go around, the faunus from Menagerie outnumbered the White Fang too much.

After all the training and excitement leading up to this, it didn't look like Carm was even going to get the chance to show what she'd learned. To say the long eared faunus was feeling a little frustrated would be an understatement. Granted, she didn't **WANT** to actually hurt anyone, but this was her first and probably last chance at fighting for a cause as important as this one. After this, her days would go back to being filled with picking turnips and sitting at the market stall all day. Was this really the kind of story she'd be able to brag to her grand-kids about? The time the faunus fought for their right to choose who spoke for them and she had a lovely view of the action as she stood and watched?

All of this just felt wrong, not at all like the young faunus had expected, and she didn't just mean her increasingly small role in this battle. Carmella looked down at the spear and shield she carried. These weapons, they just felt... off, like they were slowing her down or something. Not that she had any right to complain or anything, they might just be a bunch of rushed together hunks of scrap metal, but they were HER hunks of scrap metal, the first real weapon she'd ever held. They made Carm feel like she was more than just some farmers daughter, like even she might be able to rise up and be like the heroes she'd always read about. Still though, something about them felt-

A sudden explosion of red energy on the other side of the battle brought Carmella back to reality. _Nice work, carrot brain,_ she chided herself inwardly._ Pretty sure the first rule of combat is don't space out in the middle of a practical war zone._ For all her bravado and eagerness, the young rabbit girl had to remind herself to be cautious, after all, she hadn't even figured out how to activate her-

"Hey, kid!" Carmella straightened up at the yell she assumed was directed at her. A Mistral police officer rushed up, weapon in hand. "You here with the rest of these-" the officer stopped, almost seeming to catch herself mid speech, "I mean- You're here with the Menagerie militia, right?"

Carm nodded dumbly, caught off guard by the person suddenly addressing her like she knew what she was doing. "Well then, quit daydreaming and help us out!" the female officer snipped, making the faunus' long ears sink in embarrassment. "We got a few of the White Fang cornered, we need a posse to round up any stragglers. C'mon!" the officer said before rushing off again.

The rabbit girl instinctively followed, her heavy shield swinging on her arm as she tried to keep up. All around the fight raged on, but it was clearly not going in the Fang's favor. Already groups of them had given up, surrounded by the militia and the MPD, with searchlights shining down from the airships circling overhead. There were a few holdouts though, faunus that would rather go out in a blaze of glory, or make a run for it, rather than surrender.

After a short jog, Carmella and the officer leading her joined up with a few others, planning to form a barrier between the fleeing White Fang and their chance at escape. That's when she saw her.

The rabbit girl let out a barely audible "eep" as Ilia appeared at the front of the group and began speaking with the MPD officer leading the newly formed posse. Carmella didn't really pay attention to what they were saying, she was too busy staring at Ilia. The last time she'd seen her was when the spot covered girl revealed herself as the one that had disarmed the bombs that threatened Haven's CCT tower, and it looked like the night had been especially rough for her.

She looked "Exhausted, but in like, a cool badass kind of way," is how Carm would put it. She was covered in sweat, her long, curled pony tail was just barely being held back by the band supporting it at this point. There was a cloth or something wrapped around her shoulder and the rabbit faunus could see blood starting to leak through. All that, combined with Ilia's slouching, kind of lopsided, stance made it clear she'd seen hell tonight.

The pony-tailed girl hadn't noticed the rabbit faunus yet, and Carmella was kind of okay with that. She still wasn't sure how to feel about Ilia after what she'd heard from Mata and the rest of the faunus. This girl was supposed to be dangerous... but she'd also saved every faunus here from an explosive fiery death earlier. Carm just couldn't get a read on this girl yet, so she decided to remain out of sight for now.

A few yards away, a trio of White Fang members made a beeline out of the courtyard. Ilia and the officer went to intercept, flocked by group they'd gathered, Carm included. Somehow, when they stopped in front of the three faunus, Carmella found herself right at the front of the pack, next to Ilia. Ignoring how that managed to happen, the rabbit girl did her best to look intimidating, holding her spear and shield in a pose that she hoped said, "Stop right there! I totally didn't just learn how to use these things less than a week ago! Please take me seriously! I'm very scary!"

The tactic seemed to work -then again, it might've had something to do with the several other armed people behind Carm right now- as the two of the Fang members set their weapons on the ground and raised their hands above their heads. The rabbit girls chest swelled with pride at the sight, finally feeling like she'd at least managed to help a little this evening. However, one of the masked men was still armed, and all that pride the young faunus felt went out the window when he raised his gun and pointed the barrel right between Carmella's wide open, golden colored irises.

_Shield, shield, shield! Raise your stupid shield!_ the rabbit girl screamed to her body, but she just stood there frozen, fear tightly gripping her every muscle. Despite all that training with her brother, and the militia, despite every part of her that had always wanted to be this ass-kicking ally of justice, at the end of the day she was just a teenager. Not to mention, she was a teenager that had yet to unlock their aura.

Some might call her crazy for even signing up for all this without her manifestation of soul protecting her, but the call to action and adventure had been too sweet to resist. It'd just never happened for her, no matter how hard she trained, or got beaten up doing so, her aura had just never appeared. Of course the militia had asked about it when she'd signed up, and yeah, she'd lied. Thankfully, with so may new recruits, there was no easy or quick way to check to see if she had an aura or not. What did it matter if she was careful, Carm could fight, surely that would be enough, or at least that was what she'd thought.

Now she was going to pay the price for her foolishness and deception. One single bullet aimed directly at the head of a stupid girl who should have known her place and stayed home on the farm. That's how this cautionary tale would end.

It turned out Carmella was wrong about that last part, as a blur of a person leapt in front of her before the masked man could pull the trigger. As the long, curled, pony-tail zipped past, the rabbit girl knew exactly who it was as Ilia swung her weapon through the air, it's whip like blade extending out and striking the White Fang members wrist, knocking the gun out of his hand.

Carm could only continue to stare in shock as the nimble girl jumped at the man, who was easily a head taller than her, and dropped him to the concrete below, holding him in a savage looking arm-bar. The man beneath her, despite his clear size and weight advantage, struggled as wildly he could with one arm free, but was unable to escape the hold Ilia had on him and eventually stopped resisting.

The rabbit faunus' arms hung loosely at her sides, all of it had happened so fast that her mind was still trying to catch up. This made three times Ilia had saved Carmella in the last twenty four hours. There were names for people like that; they called them heroes.

Were the rumors about Ilia true? Who cared at this point, not Carm, not anymore. She felt ashamed that she'd let other people's prejudice affect her own judgement of another persons morality. The pony-tailed faunus had more than proved what kind of person she was in the rabbit girls eyes, and Carmella was mad at herself for having taken so long to see it. Ilia had done a lot for her, and Carm had done nothing in return, but at the very least she knew where to start.

Carmella smiled softly as her heroine tightly gripped the masked man in place, waiting while the MPD secured his accomplices. There was something the young faunus had been wanting to tell Ilia all day long, and she wasn't about to put it off another second.

"Thank you."

Carmella hoped that the sincere gratitude came through in her voice. It felt like such a small, insignificant gesture in the face of everything Ilia had done for her, for all the faunus here tonight, but they owed her their thanks, and Carmella was happy to be at the front of the line to give it.

The pony-tailed girl turned her head at Carm's voice, giving the rabbit faunus a front row seat to the first smile she'd ever seen grace Ilia's face. There was a swelling feeling in Carmella's chest as she found herself lost in the simple yet breathtaking curve of the darker skinned girls lips. Neither faunus could tell what the other was thinking, but it was undeniable that a connection of sorts was made between the two in that moment.

However the moment wasn't appreciated by all, as the White Fang grunt under Ilia suddenly summoned enough strength to wrestle his arm free and clocked Ilia in the head with his elbow. The blow was able to send the already quite exhausted faunus girl rolling off the big man.

Someone shouted "Watch out!" and Carmella saw the glint of a knife as the Fang soldier pulled a small, sharp looking blade out of his boot. He reached over, looking ready to plunge the knife into Ilia's chest, but was stopped halfway and suddenly started convulsing from electricity surging through him as he was slammed back to the ground by the end of a stun spear.

The man's now smoking body went still. Carm's mouth hung open in awe of the display of reaction time and speed, even more so considering she was the one holding the spear currently pinning the White Fang grunt down. Ilia stared wide eyed at Carmella, looking almost as surprised as she was.

"Not bad, kid," the MPD officer said, lightly slapping the rabbit girl on the back, snapping her out of the trance she was in.

The Mistral police, as well as the other faunus, finished restraining the White Fang members before carting them off. Carmella remained behind, the reality of what she'd managed to do was still sinking in.

Ilia got to her feet beside the rabbit girl and the two of them just kind of stared at each other. All of a sudden Carmella felt a little flustered. Ilia was just so... cool and capable, and Carm was just... Carm, at the end of the day, there was nothing nearly as special about her. The spotted girl coughed awkwardly before finally speaking, "... uh... thanks," she said scratching the back of her head sheepishly.

"Sure! No Problem!" Carmella practically shouted for some reason. Embarrassed, she tried again at a more suitable decibel for the distance the two were standing from each other. "... I mean, I kinda owed you one... or two, right?"

The pony-tailed girl let out a tiny chuckle at that. "Well, we can just call it even now, if you want."

"Yeah! Uh... Even... Stevens?" as soon as the words left Carmella's mouth she immediately wished she could suck them back in, duct tape her mouth shut, and then go live in a hole in the ground forever.

_OH MY GOD! WHY DID I SAY THAT!? _Carm thought to herself in disbelief. _At least act like you've talked to a girl before!_ Granted the rabbit faunus never really considered herself the smoothest talker, but come on! She'd been around cute girls before, why was talking to this one in particular so hard?

Miraculously, instead of turning around, walking away and making a mental note to never speak to Carmella again, like any rational person would after the verbal diarrhea the rabbit girl had just expelled, Ilia just let out another tired laugh, though this one seemed to be more directed at Carm than with her.

_Whatever! I'll take it! _The rabbit girl had only heard Ilia's laugh twice now, but had already decided that she really liked it. _Okay, she thinks your a dork, but that's fine, dorks can be cute, in a dorky sort of way... there's no reason you can't save this first meeting! Just introduce yourself and don't, y'know, fall on you face while doing so._

"So, I'm-"

"Kid!" the MPD officer from earlier yelled as she wrestled a pair of cuffs onto another White Fang member. "What are you doing"! Get over here, we need help!"

Oh, right, the life or death struggle of their people was still going on. Carmella looked at Ilia regretfully, "Sorry, I gotta-"

"It's fine," Ilia interrupted with a sad smile, "I should probably go check up on my friends too."

The rabbit eared girl reluctantly nodded in understanding. "Yeah... maybe I'll see you later?" It sucked, but there were more important things going on here than the two of them right now. Carm just hoped she'd get another chance to see Ilia before she had to return home.

The pony-tailed girl looked conflicted for a moment before answering, "Yeah... sure..."

With one final smile, Carmella took off in the direction of the officer still calling out to her. Unbeknownst to the rabbit girl, Ilia watched her as she left, her bright, shining blue eyes watching sadly, until she finally tore her gaze away and went off in the opposite direction.

_**XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX**_

_**A/N- Yeah, that's all you get this time kids. This chapter did not want to get written, and I'm not just blaming my incessant need for shiny Pokemon. **_

_**God, the notebook I wrote this in wanted to die so badly while I was typing this. The pages all started falling out and I don't even know. **_

_**THANKS FIVE STAR!**_

_**Anyway, got some action in this chapter. Ilia vs. Adam was kind if a spur the moment idea I had, to kind of explain some of the gaps between episodes in the final episodes of Volume 5. Why did it take Adam an whole episode to stand up after Blake slapped him down? Also Ghira got a good hit in on the bull boy, which was therapeutic. I originally had a LOT more backstory between Ilia and Ghira that I had to cut out because having a twelve paragraph cutaway in the middle of a battle seemed like a tone-killer. But maybe I'll use those ideas later, give them their own little side chapter if I feel like it.**_

_**So yeah! Our girls actually met and had a conversation... I mean, kinda. But I'm laying the groundwork here! Patience! If I wanted to have them instantly start making out! I could have! I have the power here! THAT STORY IS ON MY OTHER ACCOUNT!**_

_**I mean- wait, what?**_


	4. Chapter 4

**_A/N- Ugh. Yes. It's been forever. I'm sorry. Now that that's out of the way, who's ready for some angst? Let's go!_**

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Mistral was not at the top of Ilia's list of favorite kingdoms. Hell, it wasn't even in the top three.

Anyone who knew the chameleon girl might assume she'd say Atlas was worse, and that was valid, but the northern most kingdom was a lot of things to Ilia, very few of them good, but at least it was honest. As a faunus walking down the streets in Mantle, you knew what you were getting into. The taunts, the side-eyed glances, the general distrust, they were almost to be expected. Granted, Ilia herself may have never had much first hand experience with this considering her human-like appearance, but she'd seen it happen far too often growing up in the cold, wintry city.

Mistral on the other hand, a faunus could walk down the cities main streets without any problems. Shopkeepers would smile at them, people would wave, it seemed great, at least on the surface. However, as soon as a faunus turned their back in this city, that's when it's people showed their true colors. Maybe they'd grab their purses a little tighter, or maybe a mother would hurry their children along a little faster,. The mistrust was just as abundant as anywhere else, lurking behind every friendly face. Mistral loved faunus for the same reason it loved humans; for their lien, nothing else. Despite it's appearance, you can bet that the second a faunus stepped out of line, or 'forgot their place', this kingdom would eat them alive, and the lower you went into the city, the thinner and thinner the lie became. Eventually, you realized this place was just as bad as any other that looked down on the faunus, it just had better PR. A juicy looking apple, with a rotten core.

Atlas was cruel, but Mistral was deceitful. That was what made it worse in Ilia's mind.

So the young chameleon girl found herself sitting cross legged on a rooftop in the central market section of the city of Mistral under the early afternoon sun, alone, glaring off into space at the kingdom she'd helped save less than twenty four hours ago. You might ask what exactly this place had done to make Ilia look and feel so bitter right now, and the answer was... nothing really. Instead, it was the events of earlier this morning which weighed heavily on her mind. The pony tailed faunus sighed to herself, struggling to understand how a simple introduction had gone so badly.

* * *

_(Two hours earlier)_

It would come as no surprise that someone who had the ability to fade into crowds or their surroundings wasn't the best when it came to meeting new people.

Ilia sat awkwardly on the long sofa of the house full of strangers. Truthfully, it wasn't a very crowded 'victory party' with only nine guests in attendance, but it was more who had been invited than the amount of people that had the young faunus feeling so uncomfortable. People who considered each other friends, classmates, and family surrounded her, and Ilia was in the middle of them all, not sure where she fit in this mess.

She wished Ghira and Kali had been able to make it at least, but they had their hands full making sure the rest of the Menagerie militia was taken care of. Not to mention all the work it took starting up the chieftains 'New Brotherhood', which was... a problem for Ilia to address another day. Now however, the spotted girl was just trying to survive this situation.

The chameleon faunus eyed the group across the room warily as they laughed and caught up. She watched as Blake talked to the same six humans they'd run into at the end of the Battle for Haven the night prior. The cat girl hadn't left their side all morning, Ilia couldn't remember the last time she'd seen her friend smile so much, and it made her feel... off, if she was honest. Ilia was jealous, obviously, she knew that was all it was, but more than that, she just didn't trust these new people.

Among the group of humans, there was a shorter girl with black hair and red highlights who's mouth hadn't stopped moving the entire time she'd been here, a tall blonde with a golden colored prosthetic arm that was constantly at the smaller girls side, and a girl with her white hair in a off-center ponytail that for some reason Ilia couldn't help but stare at. There was just something very familiar about-

"Sup, lizard girl?" Sun said as he suddenly flopped onto the couch next to Ilia, making the chameleon girl scoot away in surprise. "Why the long face? Not everyday you save a whole kingdom, right?"

Ilia slouched into the cushions, crossing her arms. "Guess I'm not really the party type," she replied despondently.

The tailed faunus had a point, Ilia supposed, this was meant to be a celebration of their victory at Haven last night. They'd won after all, the White Fang's attack had been thwarted. Sure, Adam might have managed to slip away, but his reputation was in tatters now, as was any chance of any faunus ever following him again. He'd abandoned his people to save himself, that was the story being broadcast all over Anima this morning. Now every one of his kind knew what he'd done and would never forget. The once revered 'true high leader' of the Fang had been given a scar on his name that would never heal. Exile wasn't exactly the punishment Ilia had been hoping for, but she was a big fan of karma.

This was a victory, but then why did Ilia still feel so awful inside?

"I guess I'm still a little tired is all," the pony-tailed girl reasoned to Sun, which wasn't really a lie as much as it was a cop out. Her insomnia was still an issue, though the anxiety that triggered it was now coming from a slightly less malicious seeming source.

A snort of laughter from the short red and black haired human brought Ilia's gaze back to the group. She felt her chest tighten at the sight of Blake and the humans interacting. It felt similar to the feelings she'd had the previous night at Haven, when she'd watched her friend drop to her knees and embrace a bunch of unfamiliar humans, and then Blake had just left, walked right by Ilia without a word with that same bunch of humans. It wasn't until Kali and Ghira filled her in later that the chameleon girl learned the identity of these people.

Why hadn't Blake ever mentioned them to her? Sure, things had been hectic since they'd reunited back on Menagerie a few weeks back, but they'd had enough quiet moments together that one would think the fact Blake had made so many new human friends while she was away would have come up. Then again, Ilia hadn't exactly been too keen to ask what her old comrade had been up to over the last year.

**Because you were afraid she'd moved on. That she might have been happier without you.**

It was true. As much as Ilia hated to admit, it was clear Blake had changed during their time apart. The chameleon faunus had heard rumors about what her cat eared friend had been up to after she'd disappeared from the White Fang, mainly from Corsac and Fennec after Ilia had been shipped back to Menagerie. The fox brothers had reported (before the CCT tower was destroyed) that Adam's forces in Vale had uncovered that Blake had managed to get accepted into one of the most prestigious Huntsmen Academies on Remnant, posing as a human student to blend in. At first, Ilia had written off the stories as her faunus elders trying to get into her head -which, to be fair, was probably also true- but then Kali and Ghira had basically confirmed it, using much politer phrasing, when the chameleon girl had asked them about the humans last night.

They were... Blake's teammates, her friends from Beacon, together forming the huntress team RWBY. Blake had been off playing hero with her classmates while Ilia had been going through the worst year of her life. That had been a bitter pill to swallow going into this little get together.

Blake had changed, but Ilia? She was still the same person she'd been the day she found out her best friend had left her.

"It's nice to see her smile like that again, isn't it?" Sun's question made Ilia realized just how long she'd been staring at Blake and company.

The spot covered girl looked off to the side, trying to hide the despair in her voice, "Yeah, it is." And honestly, that was the truth. Blake seemed happier and more alive this morning than Ilia could ever remember her being. Despite the deep rooted bitterness the chameleon girl still felt towards her friend for leaving like she did, at the end of the day, that's all Ilia wanted, for Blake to be happy, even if it wasn't with her.

"I gotta say," Sun continued, "this is the last place I expected to run into these guys." The monkey faunus wore a proud smile as he spoke, "But I should have figured if there was trouble brewing, they wouldn't be far behind."

It took a moment for that statement to register with Ilia. "Wait, you know them too?" she asked in disbelief.

"Huh? Oh yeah," Sun answered happily, "I spent some time back in Vale, met up with these dudes and dudettes during... well, just before the Fall.." the smile on Sun's face faltered, but quickly returned as he went on, "We kicked some Grimm butt, stopped some bad guys, ate some noodles, it was great! These guys are awesome!"

Ilia glanced back over to the group of classmates, who'd now been joined by the other three colorfully dressed humans from the night before, as an orange haired girl wearing pink was currently simultaneously pouring two large bottles of soda into her open mouth while the others cheered her on. Ilia gave the scene an unimpressed look.

"So has Blake introduced you yet?" Sun asked.

Ilia's frown deepened. "I'm... not really the best when it comes to meeting new people," the long haired faunus reasoned. Her friend had offered to introduce her when the party had started, but Ilia had turned her down in an attempt to delay the inevitable as long as she could.

"Really?" the monkey faunus said, sounding surprised, "I was new once, and I think you did okay meeting me."

"I literally stabbed you the first time we met, Sun," Ilia replied with a deadpan expression.

"... I mean... yeah, but only once. And I didn't even bleed that much!"

If that was supposed to be a joke, Ilia wasn't laughing. The chameleon girl was quiet for a beat, casting another nervous glance at the humans in the room. Sun must have noticed this, as well as the spotted girls obvious hesitation, and he came to the obvious conclusion;

"Wait... it's not because they're human, is it?"

"No," Ilia answered way to quickly to be believed, blotches of yellow starting to creep up her arms before she regained her composure and they shifted back to normal.

As brief as the loss of control had been, it made it pretty obvious that the real answer to Sun's question was 'yes'. As much as Ilia wanted to believe she'd outgrown her own personal biases, she hadn't. She still didn't trust humans, or feel safe around them. Years of self taught distrust didn't just disappear overnight, even after working with their kind to protect Haven.

The worst part though, was that deep down there was a part of Ilia that wanted to like Blake's new acquaintances, if only to appease her friend, but every time she looked at them she felt reminded of the crimes she'd witnessed -and experienced first hand- inflicted on the faunus by humans over the years. It all went back to her childhood in Mantle, how her parents had drilled into her young, impressionable mind that humans were not to be trusted. That they might act like your friend, but that's only because they thought Ilia was one of them, and if they ever found out who she really was, they'd betray her.

Then, when that time came, humanity had proven Ilia's parents right.

Sun was uncharacteristically silent after that. The chameleon faunus' reaction and obvious lie seemed to have actually caught him off guard. Ilia really hoped she hadn't managed to offend the only other faunus here aside from Blake.

"... Hey, Ilia?" Sun said, ending the brief, yet heavy silence between them with a softer tone Ilia had never heard from him before. "I know I'm probably, like, close to the last person you'd want to get personal and talk about this kinda stuff with, but do you mind if I give it a shot anyway?"

Ilia didn't answer, she simply wrapped her arms around herself a little tighter. She felt the monkey faunus prodding at that shell she kept around her, that wall the chameleon girl used to keep her emotions buried deep, but at the same time he didn't seem to want to force it open, Sun was just trying to gently coax her out.

Sun took the reptilians faunus' silence as permission to continue, "I don't know what happened to you before we met, but... these guys, they're different."

Ilia gave the monkey boy a doubtful look. She'd heard that line before, too many times to count.

"All I'm saying is if you were ever looking for chance to get your feet wet as far as trusting humans goes, you're gonna have a hard time finding a group better than this one," Sun reasoned. Ilia still wasn't convinced. "I'm serious! These guys have been good to me, and I think they've been good for Blake too. In all the time I've known them they haven't once treated me as anything less than part of the gang."

That was a point Ilia hadn't considered. Blake trusted these humans, made friends with them, even after they found out what she was. Back during their White Fang days, Blake was just as cagey around humans as her chameleon friend, maybe even more so, but still somehow she'd managed to find a place among these people. Did that make them worthy of Ilia's trust?... No, probably not, but maybe it made them worthy of consideration?

"So maybe you're worried about giving trusting them a shot, but what about me?" Sun said as he stood, "We've been through some stuff, right? Enough to give trusting me a shot?"

The monkey faunus offered Ilia a hand, and the spotted girl studied it for a moment, then looked back over to the group on the other side of the room. The scraggly looking boy with blonde hair was currently, hunched over coughing up soda after having apparently attempted the same guzzling feat his ginger haired friend had just accomplished, with less than stellar results. The rest of the group were laughing as the pink wearing girl was flexing proudly, while another boy with dark hair with a pink streak in it saw to blondie, patting him gently on the back.

"I... guess I could try..." Ilia finally relented.

She didn't know why Sun was making such a fuss over all this, why he seemed to care so much about whether or not Ilia was part of this little group. After all, it wasn't like they were friends or anything. To be fair, it was a little difficult to build any kind of meaningful relationship with someone when your first meeting with them had ended in attempted murder. Despite that however, she could feel Sun was trying his best to ease her into things, not drag her kicking and screaming. Trying to test her boundaries, while also respecting them. Come to think of it, that actually did sound like something a friend would do.

With a groan, and a brief question to herself as to how this monkey tailed nuisance had managed to get so deep under her skin, Ilia took Sun's hand and pulled herself up from the relative safety of the couch she'd rooted herself to.

As soon as she stood, Blake noticed, making eye contact immediately as if silently asking if Ilia was ready. The anxious faunus nodded, answering her friends silent question, despite her quickly accelerating heartbeat as the moment she'd been dreading drew near.

Blake looked to the crowd of humans around her. "So, there's someone I'd like all of you to meet," she said, and suddenly all eyes turned to Ilia.

The chameleon girl struggled to hold back from her entire body from changing color under their gaze. She really hated being the center of attention. Fighting people was always easier for her than talking to them, which said a lot about Ilia's personality. Regardless, the chameleon girl put on a friendly face, hardly the first time she'd worn that mask around humans.

"Ilia," Blake said, commencing with the introductions, "these are some friends I made while I was... away." A hint of guilt crept into the cat girls voice at the end of her sentence, the pointed ears on her head sagging slightly.  
_  
You mean when you abandoned me,_ Ilia held back the scathing remark as she pushed herself to just get this over with.

Blake gestured to the spunky looking girl with the red highlights and wearing a long, tattered cape of the same color. "Ilia Amitola, Ruby Rose."

The girl- 'Ruby', stepped forward smiling cheerfully and outstretched her hand to shake the lizard faunus'. "Nice to meet you, Ilia."

The chameleon girl hesitated, introductions were fine, but did she have to... touch them? _Oh don't be such a baby,_ Ilia said to herself as she accepted the offered hand and shook it twice before quickly letting go.

Ruby didn't seem to notice the reluctance and just continued on, "Thanks for the help by the way, for helping us out last night, I mean. I don't know what we would have done without- What's that!?" The energetic girl's silver colored eyes suddenly locked onto Ilia's hip.

The faunus didn't know what Ruby was referring to, until she looked down and remembered she'd brought -after much deliberation- Lighting Lash with her today. Yes, she'd taken her weapon to what was supposed to be a victory party, for paranoia's sake if nothing else. It wasn't like she was worried one of these people would attack her or anything... well, probably not, but it couldn't hurt to be prepared. Besides, the familiar weight of her long time weapon at her side helped ease her mind during... stressful situations, like this one.

Ilia expected she was about to get a lecture from the young huntress in training about how irresponsible it was to carry around a dangerous weapon so nonchalantly, but instead noticed the girls eyes seem to grow several sizes.

"Can I see?" Ruby asked with barely contained excitement.

Ilia raised an eyebrow at the now bouncing in place teen in front of her. With a shrug, she grabbed Lightning Lash off the small magnetic clip at her side, pressing the release latch and extending the weapons pointed tip in front for Ruby to see. The red and black haired girl's head moved from left to right along the whip-blades frame, seeming to absorb every detail of the weapon as she made various 'ooo' and 'aww' sounds.

"What do you call it?" the giddy girl asked.

"Um..." Ilia said, struggling to keep up with the humans energy output, "Lighting... Lash." Gods, the name sounded so lame when she said it out loud, but she'd never had the heart to change it.

Ruby however, didn't seem to agree. "Wow!" she said as she excitedly continued to take in the glory of Ilia's weaponry.

The chameleon girl couldn't resist a smirk at Ruby's antics. Ilia was proud of her weapon. She'd made it single handed while traveling with the Fang about five or six years ago. Building a weapon of this magnitude from scratch was difficult on it's own, but while constantly on the move? Without proper training or a reliable source for parts and tools? It had been almost impossible. Still, despite the difficulties, the chameleon girl had enjoyed every minute of her weapons creation. There was just something about making a device with your own two hands that the young faunus just found so... exhilarating. Needless to say, Ilia had put a lot of love and care into Lightning Lash, so if someone wanted to fawn over it a little, she was willing to accommodate.

And so fawn Ruby did, the enraptured girl acting like Ilia had brought out a new puppy as opposed to an electrified whip-blade. _Speaking of which,_ the chameleon faunus smirked as she pulled her weapon's trigger, causing the sword to go limp, turning into it's elongated whip form and coiling on the floor.

"Holy grapes! It's also a whip!" Ruby exclaimed loudly.

Ilia's smirk broke out into a full blown, actually rather genuine, smile. She couldn't resist, it was like Ruby had been created in some kind of lab experiment attempting to make the most likeable girl to ever exist.

Suddenly, Ilia found herself on the receiving end of about a hundred, rapid-fire questions from the enthusiastic teenager. The ones she could make out were, "What kind of dust can it use? How much can it hold? How'd you manage to make the metal compress enough to make the whip that long? Is you aim any good with it? I mean, I guess it'd have to be? Can you show me? Do we have anything we could use as target practice? Oh! What about plates! Wait, do you think the owners of this place would be mad if we broke a few? Not a lot, just like, seven or eight? OH! I have to show you Crescent Rose! Hold on! I'll be right back!" With that, Ruby exploded off in a cloud of what looked like rose petals which daintily floated down to the ground in the wake of the hyperactive girl.

All things considered, for her first friendly interaction with a human in a very long time, Ilia figured that could have gone a lot worse. She'd even go as far as to say she kind of, maybe... liked Ruby a little bit. Granted the chameleon girl had maybe said a grand total of three words during the exchange, but anyone who shared Ilia's fondness for weapon crafting couldn't be all bad in the young faunus' mind. So yeah, she was willing to call this one a win.

"Welp," the tall blonde that'd been standing next to Ruby said, stepping up to Ilia as the shorter girl was holstering her weapon, "until my sister gets back and we get to work destroying this house, I guess we should probably keep the intro's going." The giant, lavender eyed teen offered the shorter chameleon faunus a hand, "Yang, Yang Xiao Long," she said with a huge toothy grin.

Ilia had already taken a good, long look at Yang once she'd arrived at the party, it was honestly hard not to notice her. Her long, bright, gold colored hair was eye-catching to say the least, and the rest of her wasn't exactly hard to look at either. Normally, Ilia would never claim to be into humans, but gods did this girl make her come close to reconsidering her stance. More than once did the chameleon girl have to drag her gaze away from the gorgeous blonde while observing Blake interacting with her new friends this morning. It was... embarrassing, not just Ilia's uncontrollable, incessant ogling, but also how she'd originally misjudged the girl in front of her.

When she'd first seen Yang, Ilia had assumed this girl was exactly the kind of human the faunus hated the most. One that was so focused on their looks that the rest of the world and it's many issues slipped past there narrow minded vision. However, all of that initial impression went out the window as soon as Ilia had first seen the hand that was outstretched to her right now. It wasn't some well manicured, painted fingernail, dainty thing like one might expect, it was a cold, metallic reminder that Ilia herself wasn't the only one with scars.

Everyone's body told a story, that's something the chameleon faunus had learned after years of traveling all over Remnant, and to Ilia, Yang's told one of trauma, but also one of finding the strength to overcome that trauma. Something had obviously happened to her, people don't just misplace arms. Ilia couldn't even begin to guess what said 'something' could have been, but it obviously hadn't stopped Yang from fighting to protect Haven alongside the rest of Blake's team. Make no mistake, she didn't know this girl from any other human, but Ilia definitely knew the look of a person trying to move past something, and the pony-tailed girl could relate to that.

Unfortunately, Ilia spent a little too long staring at the robotic limb before finally snapping out of it and giving the artificial hand a one quick shake.

Unlike with Ruby, Yang did seem to notice the hesitation, her deep, purple eyes betrayed a flicker of sadness as the blonde gave a joyless chuckle. "That's okay, I'm still kinda getting used to it myself," she said with a despondent tone.

As an uncomfortable silence began to set in, Ilia's first impulse was to apologize, but Yang cut her off. "So, how long have you known Blake?"

Ilia was caught off guard by the sudden change in topic, until she realized the blonde was probably trying to spare her further embarrassment, so she decided to roll with it. "Um... since we were kids, I guess," she answered, "her parents kind of took me in after-" Ilia stopped there, remembering that these were in fact strangers and that she didn't necessarily want to divulge every detail of her own life just yet, "... after I got in some trouble back home," she finished.

"Awesome," Yang replied, some cheerfulness returning to her voice. The blonde leaned in close to Ilia, cupping a hand around the side of her own mouth as if what she was about to say was a secret. "So then, you'd probably be the go to source for any embarrassing stories about our tight lipped teammate here," she said in a whisper that was definitely loud enough for everyone present to hear. "Am I right?" she punctuated her sentence with a over-dramatic wink.

"No, she's not," Blake said from behind Yang, crossing here arms, seemingly unamused.

Ilia smirked a little maliciously. "Actually...there was this one time-"

"ILIA!" Blake exclaimed as her cheeks went red.

Yang laughed loudly at her teammate's reaction, joined shortly by the rest of the humans, then Blake reluctantly. Much to Ilia's surprise, she even found herself letting out a quiet, brief chuckle at her old friend expense. She couldn't remember the last time she'd shared a laugh with anyone, let alone a group of humans. It was kind of nice, actually. It was like some of the tension Ilia felt in the room was lifted from her shoulders.

The blonde looked back over her shoulder to give Blake an apologetic smile, that's when Ilia noticed the way the cat eared faunus looked at Yang. It was different from the way Blake looked at the rest of her teammates and friends, The chameleon girl almost mistook it for the way Blake had used to look at Adam back in the day, but at the same time, it was completely different. It wasn't adoration or idolization in her golden colored eyes, it was... something else, something Ilia just couldn't manage to put her finger on in that moment.

Before the spot covered girl could dwell on this further, a familiar red blur burst back into the room. "Hey, Ilia! Check this out!"

The reptilian faunus turned her head to see Ruby holding a scythe that looked to be about twice as big as the red and black haired girl herself. The proud looking teen began twirling the weapon effortlessly and quickly around her body a few times before embedding the spear like tip on the bottom into the ornate hardwood floor.

Ruby stared at Ilia expectantly, apparently waiting for the girl's reaction. "Uh... wow..." the faunus finally said, mainly to placate the pair of bright, bizarrely colored silver eyes on her, but also because she was genuinely impressed. The weapon was miles above Ilia's if she was honest, probably the most intricate the faunus had ever seen. _Perks of attending a huntsman academy I suppose,_ the lizard girl thought to herself with a hint of envy.

The hood wearing girl smiled sheepishly, "Heh, thanks. I like yours too, if you couldn't tell," Ruby said, the compliment actually sounding genuine to Ilia, despite her knowing just how outclassed she really was in the engineering department. Still though, she appreciated the girl's modesty, which was a trait Ilia found most humans lacking in.

"Ruby, you are aware we are RENTING this house, correct?" the white haired girl in the blue dress spoke up.

The smile fell from Ruby's face as she looked down at the good sized hole she'd just made with her scythe. "Oh..." she said quietly, "well, maybe we could cover it with a rug or... something?"

The white haired girl gave her teammate an exhausted look, while Blake, Yang, and the rest of the group all looked pretty entertained by the smaller girls antics, all except for Ilia, that is. She was too busy staring side-eyed at the girl in blue to notice what was going on with the others. It was different from the way the young faunus had been staring at Yang, there was something about this person that rubbed Ilia the wrong way. It was almost like she knew this girl from somewhere, but Ilia just couldn't figure out-

The girl in question suddenly turned her head, having noticed Ilia's constant staring, forcing the reptilian faunus to look away, doing her best to avoid eye contact. "Why don't we move things along before our illustrious leader decides to put anymore holes in this poor houses upholstery," the white haired teen said in a tone the lizard girl would describe as... well, "upper class" was the polite way to put it. Ruby sheepishly folded her massive weapon up and tucked it behind her back with an innocent smile.

"That's probably for the best," Blake added in amusement. She turned back to her old friend to continue introductions, "Ilia, this is-"

The cat girl suddenly stopped, the color draining from her face, like she'd just come to a horrible realization. She opened her mouth to stop her friend, but the girl in blue was too quick,

"Weiss."  
_  
Weiss, huh? _Ilia thought,_ That's weird, she has the same first name as... the..._

The final connection was made in Ilia's head. Weiss stood in front of the faunus, hand outstretched, ready to shake like the rest of Blake's teammates had, but the spotted girl was frozen stiff as the realization of where she knew this person from hit her hard.

The snow white hair, the cold blue eyes, and most notably, that long thin scar going down from her left eyebrow to her cheek.

Weiss Schnee was standing in front of her. Heiress to the Schnee Dust Company. The same Schnee Dust Company who owned and operated the mine Ilia's parents had literally worked themselves to death in.

The Schnee family had been the catalyst for every bad thing that had ever happened in Ilia's life, and not a day had gone by in the last ten years that the young faunus hadn't thought about what she'd do if she ever met one of them.

Now, a Schnee was standing right in front of her, expecting Ilia to shake her hand?  
_  
Never. Not in a million years.  
_  
Ilia didn't even try to hold back from changing colors as her skin, hair, even her irises, all went red. Everyone in front of her took a step back in surprise at this sudden display.  
**  
They're afraid of you.**

**Good.  
**

The enraged faunus narrowed her eyes at the Schnee in front of her.

**You lost your family because of hers. Are you just going to stand there and do nothing? Or are you going to finally get the justice they deserve.  
**  
Weiss' shock turned to confusion at the girl now baring her teeth at her. Anger overshadowed reason for Ilia at that point as her clenched fist opened and she slowly started to reach for Lightning Lash at her hip. She didn't have a plan, she knew she was completely outnumbered, but Ilia couldn't care less. This was for her parents, and every other faunus life the Schnee name had destroyed.

However, just as Ilia's fingertips brushed against the edges of her weapons hilt, a black and white colored blur leapt out in front of her separating the faunus from her current target.

"Ilia, wait!" Blake shouted as she grabbed the chameleon girl by the shoulders in an attempt to hold Ilia back.

The red covering the reptilian faunus disappeared, and her eyes returned to their normal pale blue. Ilia stared at her old friend restraining her and saw the panic in Blake's eyes. Looking over the cat eared girls shoulder, she saw Weiss staring back at her, defiantly. Yang held an arm out in front of the white haired girl while also glaring at Ilia, though in more of a protective way. Then there was Ruby in front of the blonde, Crescent Rose in hand, not extended yet, but ready to be deployed at a moments notice. Unlike the others though, there was a hint of confliction in the girls silver eyes, but they still dared the lizard faunus to try anything. That wasn't all. The other three humans, the scraggly blonde, the red head, and the one with the black hair with the pink streak in it, had joined team RWBY in their cautious, defensive looks directed at Ilia.

The lizard faunus looked back to Blake, who still had her hands gripped tightly into Ilia's bare, spot covered shoulders as if she was afraid her friend would attack any second. The panic in the cat girls eyes was gone now, replaced by guilt as her pointed ears went flat against her head. That was when Ilia remembered just who these people were to Blake, her 'friends',

She'd befriended a _**Schnee.**_

All those years fighting back against a corrupt company that saw the faunus people as tools, expendable, or at best, cheap labor, and now suddenly a daughter of the man running that company was not only an ally, but also someone worth protecting? Ilia couldn't wrap her head around this. She looked at Blake, her oldest friend, someone she considered family, and couldn't even recognize the person in front of her now.

Maybe that was what had happened? Maybe the Blake Ilia had known and grown up with had never come back after disappearing a year ago, and all that was left was this... stranger who'd made friends with a bunch of humans and forgotten all about Ilia.

With a huff, the lizard girl shrugged off Blake's hands and stepped away from her. All the humans were still giving her looks ranging from wary to surprise, as if they weren't sure what the girl in front of them was capable of. Ilia hated those looks, they reminded her of Atlas, of that prep school, when those humans had seen exactly what she really was. Those looks... they made Ilia either want to throw a punch, or flee, and given the odds currently against her, she made the rational choice.

"... I'm outta here," Ilia muttered as she turned away.

"Ilia, please, let me explain," Blake begged, but the lizard faunus kept walking.

Sun -who'd had a spectacular view of the car crash of an introduction that's just taken place- gave Ilia a desperate look. He opened his mouth to say something to her as she walked past him, but was silenced by the sharp glare the pony-tailed faunus gave him as she pushed past the monkey boy on her way towards the exit, slamming the door loudly behind her as she left.

Blake immediately ran out after Ilia, but by the time she got outside the lizard girl had already slipped into a crowd of morning commuters, activated her semblance, and disappeared from sight.

* * *

After that, Ilia had just kind of stomped around the city, letting her sour mood guide her until she wandered into one of Mistral's many busy marketplaces. The crowds of humans definitely didn't appeal to the young faunus at the moment, but luckily she found a dark alleyway to tuck into. Then with the help of a dumpster, a fire escape, and a few clotheslines strung between the buildings, the nimble girl made her way to the roof where she currently found herself sitting, glaring off into a city full of liars before her.

The chameleon faunus enjoyed the solitude for about an hour or so before she began replaying the events of the morning in her head. Had she perhaps... overreacted?

No. Of course not. Her anger was justified... but maybe, just maybe, she'd gotten a little... too emotional.

The looks Blake's friends had given her were still etched in Ilia's memory. She couldn't stand it when people looked at faunus like that, like they were some kind of feral beast, desperate and capable of anything. She hated it, but in this case, were they even wrong? These people had offered their hands willingly and peacefully, and Ilia had responded by baring her teeth and snapping at it. Looking at it that way, the chameleon girl could see how her reaction might have been out of line, but still, how had Blake expected things to go? The cat girl knew full well what the Schnee Dust Company and everyone associated with it meant to Ilia, and yet she'd still put her in that situation. So deep down, maybe it was Blake she was angry with most right now?

As the lone teen continued to ponder this, she pulled out her scroll and started absentmindedly browse the photo file she had of Blake and herself. They'd been so close once, like siblings, now it was like they were strangers. Had her friend really changed that much in the short time she was away?

As Ilia continued to swipe through the pictures, she suddenly found herself getting angrier and angrier. All these memories... what was the point of holding onto them if they were just going to make her miserable? Why even bother with them if Blake had apparently just thrown them all away anyway? With a groan, Ilia closed the folder and began dragging the icon across the screen towards the recycling bin in the corner.

She held the folder over the digital abyss. All she had to do was lift her finger, and all these meaningless, painful memories, would disappear. Ilia's hand began to tremble as it remained fixed to the display. She could do this. She **needed** to do this. After a few more moments of intense deliberation, Ilia finally... moved her finger slightly to the left, depositing the file next to the recycling bin instead of in it.

Ilia sighed. She couldn't do it. She still couldn't let Blake go. Or rather, she didn't want to. After a year of pain and bad decisions, she'd finally gotten her only friend back, and Ilia wasn't ready to lose her again.

The faunus girl pocketed her scroll before lifting her legs up close to her body and wrapping her arms tightly around them. If her goal was indeed to keep Blake in her life, then what she'd done this morning had been undoubtedly a step in the wrong direction. Gods, she was such an idiot. What had Ilia been thinking? That had always been the lizard girls problem, she always seemed to lose her temper in bad situations, and that anger always felt foolish in retrospect, that was a lesson Ilia seemed to be forced to learn and relearn. She was always eager to solve her problems with her fists as opposed to words, which worked fine when their was a fight to be found, but less so in a day to day life.

Even growing up on Menagerie, among her own kind, Ilia had still found excuses to get in fights. Then she'd get sent home to get lectured to by Ghira, for all the good it seemed to do. The elder faunus' words just never seemed to get through to her, though not for a lack of trying. He always wanted to see the good in Ilia, and he wasn't the only one. Blake would always come to her defense once her dad started hounding the chameleon faunus. Saying things like; 'It wasn't her fault' or 'Ilia didn't have a choice,' trying to deflect the blame elsewhere. It was sweet at the time, but it probably didn't do much to dissuade Ilia's more... volatile tendencies. Still though, the memory was the kick the spotted girls conscience needed for guilt to finally set in.

Ilia let out a quiet groan. She was suddenly reminded of everything else the cat faunus had done for her, and how had the lizard girl repaid her? By embarrassing Blake -as well as herself- in front of her friends. Why was it that whenever things were starting to go Ilia's way, she always had to screw it up somehow?

With a huff, the chameleon girl stood up. She knew what came next. Ilia was still pretty upset at Blake about the whole "Schnee" thing, but figured she should at least apologies for almost stabbing _another_ of the cat faunus' friends. As she stood however, Ilia just happened to glance over the edge of the building into the marketplace a few stories down. There she saw a familiar looking pair of black cat ears sticking out in the crowd.

Blake's head darted left and right as she looked around frantically searching for something, or more likely in Ilia's opinion, someone, and the reptilian faunus had a pretty good idea who. As convenient as this was, and as much as Ilia wanted to deliver the apology her friend deserved, things like this were never the spotted girls strong suit. However, she also didn't want Blake to spend the rest of her day searching all over Mistral for her missing friend, making the cat girl worry even more than she probably already was.

Now was as good a time as any, she supposed. Ilia put her thumb and pointer finger in her mouth and gave a quick, sharp whistle that made Blake's cat ears shoot up. It was an old trick, a signal they'd used during their White Fang days to get each others attention, a high pitched sound that faunus with an extra set of ears were very sensitive to. It seemed to do the trick, as Blake, as well as a few other faunus wandering nearby, all looked up trying to find the source of the sound, but only Blake caught a glimpse of the tip of a long ponytail as it disappeared over the edge of the roof of a nearby building.

Ilia walked over to the opposite edge of the rooftop she'd been moping on, confident Blake had seen her and would be joining her shortly. She took a seat on the edge facing the mountainside leading up to Haven, the streets below a little less crowded than the other side, but still had a few shoppers milling about the stalls of the market below.

A few moments later, Ilia heard Blake's soft landing behind her. _Well, this feel familiar, _Ilia thought to herself, remembering the rooftop meeting between the two of them on Menagerie a couple weeks back.

The lizard faunus continued to stare ahead as Blake's soft, barely audible, footsteps approached. "Mind if I sit?" the cat girl asked.

"Go for it," Ilia replied without looking at her friend.

Blake sat, dangling her legs off the roof and joining Ilia in staring into the scenery ahead of them. There was a long silence between the two faunus. As it went on, it was like Ilia could feel the distance between Blake and herself getting wider and wider with each passing second, but she still couldn't bring herself to say anything. She wanted to apologize, but a part of Ilia also still wanted to be mad. Blake always did seem to throw the chameleon faunus' emotions for a loop, even with Ilia's adoration of her being gone... for the most part.

In the end, neither party seemed to want to be the first to speak and the silence went on for another full minute until Blake finally spoke, "I'm sorry I never told you about Weiss."

Ilia let the apology marinate in the air a while longer before finally responding, "It's fine." The long haired faunus took a breath, now it was her turn. "I'm sorry if I scared anyone." That was the best Ilia could manage right now. She still didn't regret her anger at discovering the identity of Blake's teammate, but she conceded that her actions were completely out of line.

Blake let out a short laugh. "You don't need to worry about that, my friends have seen a lot worse. They're tougher than you might think."

Ilia finally looked over at the girl next to her and managed to force a smile, which Blake responded to in kind. Moments like this made the spotted faunus wish the two of them could just go back to being the kind of friends they'd used to be, back on Menagerie, before everything in their lives got so... complicated.

The moment didn't last long however, as the lizard faunus finally asked the question that was burning in her head, "Why didn't you tell me about her?" Ilia just couldn't wrap her head around that part. Blake had put the chameleon girl in the same room as the SDC's heiress without so much as a warning, for either side apparently. How had she expected that meeting to go?

The cat faunus sighed as she leaned back on her elbows and looking at the mountainside ahead. "Honestly?" she started, "Weiss hasn't been 'just another Schnee' to me for a while now. I never thought I'd see any of them again after Beacon... and maybe a part of me didn't want to..."

Ilia tilted her head in confusion. If these humans meant so much to Blake, then why wouldn't she want to see them?

"I was afraid of what they'd say if they ever saw me again, that they'd hate me for leaving like I did. So it was just easier to pretend the times I had with them never happened... no matter how much that hurt." Well... Ilia could certainly relate to that. Feeling like it'd be easier to pretend the past didn't exist rather than face it.

"But now," Blake smiled fondly, "for some reason that I'm still trying to understand, they're giving me a second chance. So I guess with everything going on in the last twelve hours, seeing them again after all this time, even with the million to one odds that we'd all end up in the same place at the same time, I'd just been so busy processing all this that I... I just-"

"Forgot all about me..." Ilia finished Blake's thought with perhaps a little too much bitterness in her voice.

The cat faunus looked at Ilia with shock and maybe a little disappointment, as if the chameleon girls comment had come out of nowhere and struck her. "Ilia... Ruby, Weiss, and Yang didn't replace you," Blake responded, now looking slightly hurt by the insinuation.

**Then why does it feel like she did?**

Ilia's sad gaze returned to the view ahead of them. "...Ilia?" Blake asked, trying to get her friends attention, but the lizard faunus was miles away, lost in thought. Her only response was adopting the familiar curled up pose she usually did. Legs close, head on knees, arms wrapped around herself, and not even acknowledging Blake. "Ilia, don't do this," the raven haired teen said in exasperation, familiar with this kind of behavior from her longtime acquaintance. "If you don't talk to me we'll never be able to work this out."

The pony-tailed faunus just curled herself up tighter, her body language giving off the clear message she was done talking for now. She knew she was acting childish, selfish even, but in reality, Blake was all she had left, and now it was clear to Ilia that cat girl had moved on and found new friends during her time away. Just when the chameleon faunus was starting to make peace with the idea of Blake leaving again, these thought had to surface in her mind. Ilia felt herself starting to fall apart.

Who could blame the reptilian faunus for clinging on like she was? Blake had been her reason for coming back from that dark place she'd been in, but now that Blake clearly didn't need her anymore, what would stop Ilia from slipping back into that same darkness?

Already she could feel the pull. The bitter anger and jealousy she'd experienced after meeting Blake's new friends. Was Blake just not allowed to meet new people without Ilia's permission? Is that what the chameleon girl thought? Did she really believe she had any right to control her friends life? How was that any different from how Adam had treated Blake? No, Ilia knew she had to be better than that. She'd seen firsthand what happened to faunus that lost themselves to these kinds of feelings. So if Blake wouldn't be her anchor, then she needed to find a new reason to stay in the light. Like she had with the Battle for Haven, Ilia had used that as something to focus on, to keep her steady and on the right path.

She needed something like that, she needed...

There was a sudden fit of laughter in the streets below. Ilia uncurled her body and peered down at the the sound, the tone of the voice sounding vaguely familiar. Sure enough, just as she'd expected, the chameleon girl saw a pair of long, brown, rabbit ears poking out above the rest of the crowd.

_Her again?_

It was that same girl Ilia seemed to keep running into. The rabbit faunus appeared to be just wandering around the marketplace, a large, messy haired ram faunus walking alongside her. If Ilia had looked a bit harder, she might have recognized the giant figure as the same boy she'd seen this girl training with back on Menagerie, but the lizard faunus' eyes were focused only on the rabbit eared girl. Of all the militia members that'd come to Mistral, why did Ilia seem to keep running into this one in particular? And it wasn't only the spotted girls reality that this peculiar rabbit faunus was invading, she'd also been caught running through Ilia's head more than once recently. Even during the attack last night, when Adam had her on the ropes, it had been this person's face that had passed through her delirious mind. For some reason, Ilia couldn't for the life of her figure out, her thoughts were inexplicably drawn to this person. But why? What was so special about her that had the lizard girl so-

"Who's that?"

Blake's voice made Ilia jump. Somehow, she'd forgotten she was even there. The cat girls head was also now craned over the edge of the roof, her yellow eyes focused on the same rabbit faunus Ilia had just been caught staring at.

"Nothing," Ilia said quickly, "I mean, no one." She looked away from the marketplace, off to the side, away from Blake.

"Do you... know that girl?" Ilia didn't have to be facing her friend, she could hear the smirk in her voice as she spoke.

"O-of course not!" Ilia denied loudly. She never was the best liar, and unfortunately, Blake was all too aware of this fact. Finally mustering the courage to look back at her cat eared companion, the chameleon girl felt a wave of embarrassment wash over her at the cheshire like grin Blake was now wearing.

"Are you sure?" the cat faunus teased, pointing at Ilia's hand, resting in the reptilian teens lap. Ilia looked at her wrists to see her spots were now a light shade of pink.

The chameleon girl let out a growl of frustration as she willed her skin to return to it's normal color. There was no use denying it now. "She's from Menagerie," Ilia relented, "she was at the Battle for Haven... also... she might have kind of... saved me from getting stabbed by some White Fang grunt."

"Aww..."

"Shut up," Ilia snipped back as the rosy color briefly returned to her features, before fading just as quickly.

"But I think it's sweet that you're making new friends," Blake said genuinely.

"She's not my... friend," Ilia rebutted, a little sadness sneaking into her tone. "I don't even know her name..." she added quietly. "A-and more to the point, what's it matter to you?"

Blake's smile seemed to grow as Ilia became more and more flustered. "Oh, no reason," the cat girl said, moving her dangling legs back and forth innocently. "She's cute, you should go introduce yourself."

Ilia's whole body flinched. "I'll pass," she said, trying to hide the fact that deep down, she kind of did want to talk to that rabbit girl again, if only so that maybe she could learn her actual name and stop referring to her as such. It wasn't that easy though, at least, not to Ilia anyway. Let's just say that when the lizard faunus mentioned she wasn't the best with new people, she didn't necessarily just mean humans.

"Why not?" Blake asked.

"I don't know, I just..." Ilia struggled to come up with an excuse, not really wanting to get into this topic right now. "She's... got a friend with her," the chameleon girl grasped at the first vaguely believable thought that came to mind, "and I'd hate to interrupt their-"

"Looks like her friend just left," Blake said, shattering Ilia's only hope of escape. Sure enough, down in the market, much to the reptilian faunus' dismay, the rabbit girl was now waving off the ram boy as he left. Then the long eared faunus went back to browsing the stalls around her.

Blake stood from her spot. "C'mon," the cat girl said as she walked across the roof to the side the two faunus had climbed up on, "let's at least get a closer look."

Before Ilia could stammer out a protest, Blake hopped off the roof and out of sight. After briefly considering not following her friend and instead staying on this building forever and becoming some kind of "roof-hobo", the spotted teen huffed before running off after Blake.

The nimble girl quickly descended into the alley, then Ilia hurried to Blake's side as she peeked out into the small crowd of shoppers. The lizard faunus cautiously poked her head out from behind her cat eared friend to see the rabbit girl examining an overpriced, piece of handcrafted jewelry.

She looked so... carefree, an effortless smile on her face. It was an expression Ilia hadn't seen this girl wear before. Was this what she looked like normally? When she wasn't training, or fighting, or suffering from severe nausea? Which to be fair, were the only other looks Ilia had seen her wear. The chameleon girl tucked herself back into the alleyway, leaning against the brick wall behind her. Blake was right, this girl _was_ cute. Not that Ilia hadn't already noticed this fact, but without the Battle for Haven hanging over her head, without the ability to say noticing such things were a "distraction" from the impending fight, the fact became all too prominent to the chameleon faunus. In a lot of ways, this made the current situation Ilia found herself in far more stressful.

"Okay, you ready?" Blake suddenly asked.

"Ready!? For what!?" Ilia whispered sharply. "Why are we basically stalking this girl now!?"

"We aren't..." Blake stopped, looked around the dingy alleyway they were hiding in, then out to the girl they'd been watching in secret from said dark alley, "Well... now that you mention it I suppose this does look a little bit like stalking..."

Ilia gave her friend an exasperated look that screamed 'You think!?'

"Well, in that case," Blake reasoned, "we should probably go introduce ourselves before this gets any creepier." With that, Blake went to step out from the shadows of the alley and into the sunlight. She got about halfway out, her mouth opening to call out to the rabbit faunus, when suddenly a pair of hands grabbed her by the shoulders and pulled her back into the crevice between buildings.

Ilia pressed the cat eared girl up against the wall. Blake stared back, she saw the fear and genuine panic in her friends wide eyes, not to mention the yellow spreading across her face and up her arms. After a few awkward seconds, Ilia released Blake, taking a few steps back and wringing her hands together nervously.

"Ilia..." Blake said softly, realizing she may have pushed a little too hard, "What's going on? I mean, it's clear to me you have some kind of connection with this girl. Why are you trying so hard to avoid talking to her?"

Ilia sighed and leaned against the opposite wall, crossing her arms tightly. She'd love to just deflect like she always did, but after they way she'd behaved this morning in front of Blake's friends, the lizard girl felt like she owed the cat faunus an explanation.

"It's... complicated." Everything was with her, wasn't it? Ilia wished she could at least be semi socially competent, but she'd just been through too much. "I've heard you say before that because of my chameleon traits you think I could have lived a normal life outside the White Fang," the lizard girl looked down at her palms as she spoke, "but the truth is, I don't think I ever could have," she turned her hands over, revealing the spots that covered her wrists as well as parts of her body, the only hint as to her true lineage, "and it's _because_ of the way I look."

Blake tilted her head in confusion. "No matter where I've lived my life, no matter how many times I've tried to to appear human or embrace my faunus heritage, I've never really fit in. I'm always stuck somewhere in the middle, never really feeling accepted by either species." Ilia closed her hands into fists, "When I'm with humans, I'm forced to conceal my true self. My heritage, my abilities, even my emotions, everything about me that's... different. All the while knowing that it only takes one bad day for it to all fall apart."

Ilia continued staring at the spots on her arms as they started shifting colors. "Or, when I'm with faunus," As she spoke, the spots went from red, to orange, to yellow, and beyond. She effortlessly displayed her level of control when her emotions where stable, "And they say things like; they accept me, or I'm safe with them, but... I've found that's not completely true either." The reptilian girl stopped her colorful display and let her hands fall to her sides. "When other faunus look at me, they don't see someone they can trust. They either see an asset they can use, someone who can get close to humans without being recognized. Or worse, they just see the face of a human, a reminder of the people who look down on them. Someone with no business being around faunus."

Blake chose that moment to chime in, "Ilia, my family and I would never-"

"I know," the chameleon faunus cut her off, "and for what it's worth, I believe that." A small smile graced Ilia's lips, "I... really don't know where I'd be without you, Kali, and Ghira taking me in like you did... I don't even want to think about it." The smile faded, "But, the rest of our kind, they... well, you remember all the fights I got in as a kid. What the other kids said to me that would always set me off?"

Blake's cat ears fell low, she did remember. Looking like Ilia did in a school full of faunus? It'd been easy for the chameleon girl to stand out, and not in a good way. More than once the cat girl had to practically drag Ilia off another student, some even about twice her size. Every time, as the teachers guided the young reptilian girl away to the principals office, she'd always claim the same thing;

_"They said I looked human."_

Sometimes kids could be even crueler than adults, but never would Blake have imagined how heavily all this had weighed on her friends mind.

"And with the Fang?" Ilia continued, "It was just even angrier people looking at me with distrust. And like an idiot, I thought I could... I don't know, earn their trust by going along with them, with the violence. In the end though, when **he** showed his true colors," the chameleon girl's fists started to shift to red as her back ached, "I was thrown away, sent back to Menagerie and forgotten."

The crimson washed away, returning to the girls normal tanned skin tone as the anger faded and Ilia crossed her arms again, adopting the same pose as when she'd started her explanation. "I don't know... I don't know where I belong sometimes, and that makes trusting new people, even faunus... difficult, I guess."

The pair of teens were quiet for a moment after that. Blake was processing what she'd just heard, while Ilia was feeling very exposed and vulnerable right now after having just divulged a lot of her own personal feelings she'd kept bottled up for a long time.

"I had no idea you felt that way," Blake said, "I'm so sorry, Ilia." The cat girl slowly approached her friend, gently embracing the chameleon faunus.

Ilia winced a bit at the hug. It was nice, and of course, appreciated, but the lizard girl still wasn't a fan of people touching her back. The scars concealed under her body suit had healed a long time ago, but still ached in more of a psychological way than physical, but Blake wouldn't know, since Ilia had never told her about the scars, or where she'd got them.

"It's fine," Ilia said, slowly returning the gesture. "I guess we can add talking about stuff like this to the list of things I'm still not great at."

It was true, this whole situation was well outside Ilia's comfort zone, but she was glad to get it off her chest. It was nice to be able to remind herself that at the end of the day, no matter how mad she might still be deep down, Ilia trusted Blake, probably more than anyone else on the planet, and she could still confide in her longtime friend if she needed to.

There was a buzzing sound from the pockets of Blake's white duster, along with an electronic 'beep', and the cat faunus released Ilia to pull out her scroll, but rested one hand on her friends shoulder. The continued contact being used to remind Ilia that while Blake's attention was elsewhere, she wasn't abandoning her.

"Hey," the cat girl said into her device, "yeah, I found her," Ilia raised an eyebrow at this, "could you let the others know?... Okay... Thanks, I'll see you guys back at the house later."

"You had your friends out looking for me too?" Ilia asked, surprised Blake had managed to convince her teammates to want anything to do with the lizard faunus after their last meeting.

"They insisted actually," Blake answered, putting her scroll away, "but I kind of figured I'd be the one who'd find you." she added with a smirk. Ilia was a little stunned by this at first, but then let out a small, quiet laugh. Her friend really did know her all too well.

"Ilia?" Blake said softly, "I won't belittle what you just told me by saying I completely understand what you've been through, but I do know about loneliness, and how hard it can be to open up to others you don't know. But if I've learned one thing in my life, it's that there are good people out there, ones worthy of your trust and friendship, and more importantly, ones that don't care about how you look or how many ears you have." Blake wiggled her cat ears a little for emphasis. "I didn't think people like that existed either, but somehow I've been lucky enough to meet quite a few."

Ilia gave a doubtful look. Deep down, she was a cynic, she knew that was what the world had made her into. At the end of the day, it was just easier to stay in the safety your shell than accept that the world outside it _might_ be safe.

"And when I talk about good, trustworthy, people I've met," Blake went on, "I'm not just talking about the ones I met at Beacon."

The lizard faunus wasn't sure who the cat girl meant, until she felt Blake give her shoulder a gentle squeeze.

_Oh._

"You're a good person, Ilia, I've never stopped believing that, you're just-"

"Making all the wrong decisions..." the chameleon faunus finished her friends thought, thinking back to the night of the raid at the Belladonna's. That was when she came to realization she hadn't before.

Ilia had said she wanted to change, to be good, or at least better than she was, but she was still acting the same way she had before all of this: closed off, distant, unwilling to cooperate with others. That attitude wasn't going to change anything, it just left the chameleon girl right where she'd started. Saving Haven had been a good first step for her, a chance for Ilia to prove to herself and others that she could change, but she hadn't really planned any progress beyond that. Maybe the second step was for her to learn to trust people? Or at the very least, give them another chance?

Ilia was still afraid, but if she was serious about wanting to change her ways she had to confront that fear, and now was as good as time as any to start. The chameleon girl looked out into the marketplace, at the rabbit girl who was still excitedly going through the jewelers stand.

With a deep breath, Ilia stepped away from Blake, towards the exit of the alleyway. She stopped just short of stepping out past the shadow the buildings cast around her, looking back over her shoulder at her cat eared friend. Blake seemed surprised at first by Ilia's sudden boldness, but then she smiled and offered her longtime acquaintance a supportive nod.

Emboldened by this, Ilia finally turned forward and stepped out into the sunlight, making a beeline towards the long eared faunus ahead of her. She wasn't really that far away from the girl, but the distance felt immeasurably longer than it was, almost infinite to Ilia. It was like she had weights shackled to her body, and someone was trying to pull her back to the relative safety of the alleyway. That voice in the back of her head screamed for her to stop, that this was a terrible idea and would only end badly. The urge to just activate her semblance and disappear into the crowd was overwhelming, but Ilia's mind was made up, she had to at least try. Honestly, a part of the chameleon faunus hoped this actually didn't go well so that she could use it as an excuse to give up and crawl back into her comfort zone. However, it was overshadowed by the thoughts of _'what if it does go right?' _Just what that could mean for her was all the motivation Ilia needed to keep pushing herself forward.

Finally -but at the same time, all too quickly in Ilia's mind- the lizard faunus found herself standing right behind the rabbit eared girl. Ilia took one final, silent, deep breath. She could do this. It was just talking to a person, everyone else in the world did things like this everyday. It wasn't like it was a marriage proposal or anything, right?

Unsurprisingly, that thought only seemed to add more unnecessary stress to the already overwhelmed feeling Ilia, so she decided 'screw it' and was just going to stop thinking so much and take the plunge.

"Hi, I-" Ilia got about a word and a half out before the rabbit faunus spun around quickly and the two of them collided into one another.

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**_A/N- Okay, okay, okay, hold back you pitchforks, this is just part one of this two parter. Part two is almost done, just needs a little more tweaking and then I'll post it. _**

**_Also I went back into my previous chapters and replaced my old name for Ilia's weapon with the canon one. I will miss 'Abhorrent Argot', but Lightning Lash is good too, I suppose._**

**_Anyway, if your excited for the next part, or just want to curse my families name for the next five generations for leaving this on such a lame cliffhanger, maybe right a review? They are my life blood and get my writing hand moving!_**

**_See you soon!_**


	5. Chapter 5

**_A/N- BAM! New chapter! Record time! Are you ready for our main characters to finally interact for more than a few seconds? Me too! _**

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Carmella's morning had gotten off to a bit of a later start, even for the habitually slow riser. The Battle for Haven had left the poor girl exhausted, and then there was after the fight, when the Mistral Police Department had to take statements from every person present for the attack. For some reason, the stories Carm had heard about thrilling battles of good versus evil seemed to have skipped the part about all the boring paperwork that came after. The rabbit girls head didn't hit the pillow of her hotel room's bed until around 3am, and once it did, you can bet she was out like a light instantly.

It wasn't until around noon when the heavy lidded faunus was able to literally drag herself out from under the warmth of the sheets and into a cold, bracing shower. The only thing that kept Carmella from spending the remainder of her time in Mistral in the comfort of her bed was the thrill and excitement of being in a new kingdom, a chance she didn't want to let slip by. Her skin was still tingling from the icy water as the long eared girl got dressed. Then, she set out into the world, with a tired, but ready smile on her face, and also probably only about a 47 percent awake brain, but that was enough to get her out of her hotel room.

The caramel colored hair girl did her best to put on an optimistic smile as she walked down the halls of the hotel, but honestly the battle the previous night had exhausted her mentally as well as physically and she was still feeling both this morning. All those years, sitting bored at her families vegetable stand in the markets of Menagerie, Carmella had fantasized about a life she'd never thought she could have. Traveling the world, fighting against evil, saving lives, that was all she ever wanted to do. Now, she'd actually done it! Fought in a battle that would effect the future of humans and faunus all over the kingdom of Mistral. Granted, said battle had only lasted an hour or so, the White Fang having been almost hilariously outnumbered by the Menagerie militia, but they'd won! And it had still counted! In Carm's eyes at least. So why did she still feel so... 'bleh?'

She knew why; because it turned out fighting in an actual battle was friggin' terrifying.

Carmella had romanticized the idea so much in her mind, but it had just been... chaos. People shouting, shooting at each other, and trying to blow everyone the hell up! It had all been too much for the young rabbit faunus. She'd trained with her brother for years, then again with the rest of the militia, thinking she could make a difference when opportunity came knocking, but then, when the reality of the situation reared it's head, when she'd had a gun pointed in her face, Carmella had froze.

The bunny girl shuddered. The image was all she saw when she closed her eyes, the barrel of that White Fang members weapon staring her down. Being that close to death had been eye opening, and it had forced upon Carmella a grim fact; She wasn't ready. Her dad, her mom, even her brother Phyll... they'd all warned her about what she was getting herself into joining up with the militia, that it wasn't something to be taken lightly, and they'd been right. She thought she was a fighter, ready for anything, but she was just a day dreaming farm girl with no aura and even less of an idea what she was doing. She could have been killed, all because of her eagerness to prove herself. The whole night had been a massive failure from Carm's point of view.

Well... maybe that wasn't completely true. She didn't, you know, actually die or anything like that, mainly because of a certain pony-tailed faunus saving her life. Also maybe said spot covered girl had been on her mind ever since their brief interaction the night before... and also a little bit during her dreams too, but no one needed to know about that part. Carmella really hoped she'd get the chance to see Ilia again before she had to go home, though she honestly had no idea where to even start looking for her. The two of them hadn't exactly exchanged scroll numbers or anything. Still though, running into the mysterious faunus had definitely been a highlight of what had otherwise been a pretty discouraging night.

Don't get her wrong, Carmella wasn't about to give up on her dreams or anything, Haven had just been an awakening experience for the young faunus. She'd stumbled, sure, but the rabbit girl wasn't about to let that stop her. She needed more training, more than just her older brother play fighting with her anyway. Carm loved Phyll, but it had never been more apparent to the younger faunus that her elder sibling had never taken their little 'training sessions' seriously. If she was ever going to become a huntress -or at least, be like one- then Carmella needed to start taking her aspirations more sincerely, that way next time, no matter how scared she might be, she wouldn't freeze.

However, that could wait till later, right now Carmella had a bit of an unenviable job to do, and it required her to put on a strong face. After all, she wasn't the only one that had a rough time during the Battle for Haven. She might not have been able to be much help to the militia last night, but she could at least be there for the people that needed her today.

The long eared girl stopped in front of another hotel room just down the hall from her own. She took a deep breath, and put on a convincing smile, before gently knocking on the door. "Mata?" Carm said quietly, but received no response. "It's Carmella," the rabbit girl pressed one of her long ears against the wooden door, wondering if maybe her friend had already left before she'd woken up, but then she heard the creaking of springs from the mattress inside the room, followed by heavy, lumbering footsteps approaching. A second later, the door opened revealing a familiar ram faunus, his bloodshot eyes telling Carm that her friend probably hadn't gotten much sleep last night, and she was pretty sure she knew why.

Less than twelve hours ago, Mata had to watch as his own brother got carted off into a MPD airship with the rest of the White Fang members being arrested for attacking Haven. Carmella had been there with him, stuck behind a hastily set up police barricade, as Mata shouted out to Arbol, but his brother hadn't even acknowledged him. They'd only been a few yards away from each other, so both Carm and Mata knew the older ram faunus had to have heard them, but he'd just marched forward onto the ship with his head down alongside his incarcerated brethren.

Mata wasn't like Carmella, in a lot of ways probably, but mainly in that he hadn't come all the way to Mistral because he'd wanted to fight for a cause. No, family meant everything to Mata, and he only had a little bit of one left. That's what had brought him to this kingdom, he was here to try and reconnect with his long lost brother, to keep him from making what Mata thought was a terrible mistake. Now it seemed like his worst fears had been realized, his brother might be too far gone to reach.

Mata looked at Carmella, rubbing his eyes in an attempt to focus his clearly tired mind. "Mornin'," the tall ram faunus half mumbled.

"More or less," Carm replied with a hopeful smile, trying to coax one out of her larger friend.

The shaggy headed boy gave the rabbit girl a strange look at her comment, before fishing his scroll out of his pocket and seeing what time it actually was. "Oh... wow, that late, huh? So this is what it's like being you?"

"Hey..." Carm said with a playful pout at the slanderous -but not untrue- statement. That did manage to get a smile out of Mata, which was a step in the right direction. "So, how are you holding up?" the rabbit faunus asked with concern.

Mata sighed, leaning against the door frame and crossing his arms, a solemn expression on his face. "Better, I guess," he said. "I was up all night calling the MPD." Carmella's ears perked up at that. "I kept asking when I could see Arbol. They must have transferred my call at least about twenty times. Pretty sure they were trying to get me to give up and hang up."

"What'd they end up saying?"

The horned faunus' frown deepened, making Carm's heart sink. "They said... I could see him at around three today." The rabbit girl cocked her head to the side. That... sounded like great news!... Right? Then why did Mata still look so sad? "... But... I don't know if I'm gonna go..."

Carmella's eyes went wide, she was sure she'd just misheard her friend. "What!? Why?" the rabbit faunus asked incredulously.

Mata rubbed the back of his neck uncomfortably. "I got to thinking about it last night, after I finally got off the phone with the police, and... what if he doesn't want to see me? You saw how he ignored us last night, Carm."

"So?" the rabbit faunus said in disbelief. "Mata, he'd just been arrested. That's not exactly the best time to catch up with your little brother. You can't just not see him."

The giant of a faunus looked off to the side sadly. "It's been seven years since I last saw Arbol in person, Carm. What if he's a different person now? I mean, what would we even talk about if I did go see him?"

"Well, like you said, it's been seven years," Carmella reasoned, "sounds like you've got plenty to catch each other up on." Mata still didn't look confident. "Plus... he's your family, Mata. I know what that means to you, and I'd be willing to bet that it still means something to Arbol too, seeing as how you both grew up in the same household." That seemed to get the ram boys attention. "And I may not know him as well as you do, but right now Arbol is sitting in a Mistralian jail cell probably scared out of his mind. I bet he could use a friendly face."

Mata gave a sad, lopsided smirk. "... I don't know... maybe..." he said quietly.

"I'm not going to force you to do anything your uncomfortable with, Mata. I know you head is probably all over the place right now," Carmella said, leaning against the wall next to her taller friend. "You've still got a few hours to decide anyway. Just know, whatever you end up doing, I'll support you." That managed to get a genuine smile out of Mata, which brought one to Carm's face as well. "For now though," she went on with mischievous look in her golden colored eyes, "We're in a kingdom neither of us have been to before, I say we go out and see what kind of trouble we can get into."

Before Mata could even reply, the short haired rabbit girl grabbed his forearm and started dragging him out of his room and down the hall. The ram faunus chuckled at his friends attempts, they both knew there was no way Carm could physically drag him anywhere, but he also knew he could use the distraction right now, and Mistral had plenty to offer in that department, so he decided to play along.

When the two faunus got to the stairwell, Carmella finally let go of Mata, convinced she'd successfully managed to put enough distance between themselves and their boring hotel rooms. Her ram faunus friend was still quiet, but at least he seemed to be in better spirits now. This was what the two of them needed, to just be tourists for a little while and forget about what had gone down last night.

The two of them left the hotel and made the short walk to a nearby marketplace in a matter of minutes. Carm didn't even know where to start, all the new sights and sounds, it was like complete sensory overload, for both faunus. Their were clothing stalls with styles completely unlike anything Carmella had ever seen on Menagerie, jewelers selling their bright and shiny hand made wares, and the food, oh Brothers, the food! Mata and herself weren't even there for a half an hour before the rabbit girls stomach started growling.

After a quick lunch break, Mata and Carmella kept exploring, finding something new and exciting around every corner. There were a few stalls selling weapons, Carm really wanted to check them too, but also wanted to avoid stressing Mata out right now. This little excursion was supposed to keep his mind off things like fighting and the events of the night prior. Plus it wasn't like she could afford any of them anyway. In fact, everything here seemed expensive, the rabbit girl had a hard time deciding what to spend the small amount of lien she'd brought with her on. Luckily, window shopping was always free, even if it didn't exactly make the two faunus very popular with the vendors.

Hours passed by, eventually the two faunus found themselves at a stand selling hand sewn woolen hats. Mata went to try one on, not realizing the design of the hat didn't exactly account for his ram horns. The sight of the confused faunus awkwardly trying to fit the snug cap over the curled horns on each side of his head was too much for Carmella and she burst out laughing. The older sheep faunus working the stall gave the teens an unimpressed look, which was all the signal the two of them needed to know it was time to move on.

However, as Carm went to go to the next attraction, Mata reached out and stopped her. "Hey, Carm?" the rabbit girl turned back to him and saw the larger faunus shuffling in place. "Um... do you think... I mean, would you... come with me when I see Arbol?"

Carmella smiled brightly. "Of course I will," she said, happy her friend had decided to see his brother after all. It might end up being a little awkward for them, but the rabbit girl really did believe it was worth a shot at least.

Mata let out a deep breath in relief. "Thank you. I should probably go get ready to see him then, there's only an hour left till my visit."

"Alright, I'm gonna hang out here a little while longer," Carm replied, "just shoot me a message when you're ready to go, okay?"

The ram boy nodded before rushing off back towards the hotel, leaving Carmella alone to browse the market alone. She walked aimlessly for a while, nothing really catching her eye, or rather, she was suddenly finding it hard to focus on shopping. For some reason, the rabbit girl found herself constantly looking over her shoulder. It was so weird, but she swore it felt like she was being watched. At one point, she was almost positive she saw someone -or something- dart back into an alleyway as she turned her head in that direction. It was unsettling to say the least.

Regardless, Carmella did her best to enjoy her time in the marketplace. She caught sight of a jewelers stall in the corner, with lots of adorable necklaces and charms on display, that grabbed her attention. She leisurely took in the spectacle of the expertly cut stones, wrapped in gold and silver. Carmella wasn't really the type of girl who was into wearing jewelry, but even she had to admit to having a weakness to shiny, pretty things. Then the rabbit faunus saw the prices and her jaw dropped.

_Well... maybe if I start saving now I could afford one of these... in a lifetime or two._

After gawking a little longer at things she could never afford even if she lived to be a thousand, Carmella took out her scroll. It turned out she'd actually lost track of time, Mata would probably be getting in touch with her any minute now. She might as well head back.

Carmella pocketed her scroll and quickly spun around, just barely hearing the voice of the person behind her before she collided with them.

* * *

Both girls staggered back from their impact with each other. Ilia felt her entire body flare up pink in embarrassment. She opened her mouth to speak, but it was like she'd forgotten every word she'd ever learned. It was at that moment the chameleon girl realized that in her hurry to take a bold first step in changing her attitude towards others, Ilia had neglected to consider what she would actually say to this girl whom she'd just so boldly approached.

The rabbit faunus seemed a bit more disoriented from the collision as she shook her head to regain focus, the long ears poking out of her caramel colored hair swaying with her. Then the rabbit girl's honey colored eyes locked onto Ilia's -which were now pink as well, matching the rest of her skin- and the flustered faunus felt her heart stop.

Those pools of gold seemed to light up suddenly as recognition flashed across the short haired girls face and she smiled excitedly. "Oh my god! It's you!" she exclaimed before closing the remaining distance between the two, getting right up into Ilia's face.

The lizard faunus' mind was firing on all cylinders trying to recover her senses, but the rabbit girls proximity seemed to short circuit Ilia's brain. She was so near that the smell of the brunettes shampoo managed to sneak it's way into the chameleon girls nose. It smelt... good... tropical, like a mix of berries and coconut. Needless to say, none of this helped to cure Ilia of her sudden onslaught of muteness. Thankfully, the rabbit girl seemed to notice just how close she was standing and she took a big step back out of the chameleon girls personal space.

The long eared faunus cleared her throat nervously, her own cheeks tinted pink now. "I mean (ahem) hello... You uh... probably don't remember me," the girl said, now playing with a strand of her short hair in front of her ear. "I was at the whole... 'Battle for Haven' last night. You... kinda saved my life... once or twice. I mean, I guess you saved a lot of people with the bomb defusal thing, not just me, but I appreciate it." Ilia gave the rambling girl an odd look, "Oh! Well, not that I don't appreciate you saving everyone else to, it's just... you know... personally... I... oh gods..."

Seeing the rabbit faunus was about as bad as Ilia was at this kind of thing did help the chameleon girl to relax a little. At the very least it let her reign herself in enough for her skin return to it's normal color scheme. Eventually she even managed to remember how to speak again. "I remember," Ilia managed to croak out. "You were the... 'even stevens' girl, right?" she said, testing the waters with a small, experimental smile.

The rabbit girl gave a mortified expression before slumping forward, her longer set of ears flopping in front of her face. "Ugh... of course that'd be the one thing you'd remember," she said in disdain, facing the ground. "But I guess it's not like I did much during the fight to remember anyway..."

"N-no! It's not that," Ilia quickly rebutted. She hadn't meant to make this girl feel bad, that -honestly pretty dorky- line was just the first thing that'd come to mind. "I mean, I also remember you getting me out of a tough spot with that guy with the knife."

The rabbit faunus' posture returned to normal, her ears perking up a little as well. "Yeah... I guess I was in the right place at the right time," she said with a shy smile, "but compared to you, that's nothing." The excitement returned to the long eared girls face as she went on, "All that swinging around, whipping bad guys left and right, and not to mention that sick arm-bar you had that one grunt in," each action the rabbit faunus described was accompanied by an over the top pose or attack to try and demonstrate all of Ilia's 'moves' she'd seen last night.

The chameleon girl couldn't help but laugh a little at her antics. This girl clearly had an energy about her. Energy like a... well, like a rabbit, Ilia supposed.

"Compared to that, all I did was electrocute some dude out of dumb luck," the long eared faunus went on, a hint of depression in her voice. "I... really wish I could do the kind of things you can..."

"It really wasn't that big of a deal," Ilia replied, rubbing her hands together in front of her. She really wasn't used to being praised so brazenly.

"But it was though!" the caramel haired girl suddenly said loudly, making the lizard faunus recoil slightly in surprise, "You were so cool!" The rabbit girl crossed her arms and huffed to herself. "Gods, I wish I didn't live on a stupid island with no stupid combat schools on it..." she said gloomily.

Ilia frowned at the long eared faunus' scrunched up face. It appeared she may have inadvertently touched on a sore subject. "You know... I never went to an actual combat school either," Ilia said, trying to brighten her companies mood.

"Really!?" the rabbit girl said in shock. "But, but, the swinging, and the whipping, and the arm-bar... ing…"

The brown haired faunus' big, golden eyes had Ilia fighting back the pink from rising to the spots on her cheeks. "Well... that's really just stuff I've picked up over the years," the chameleon girl explained while trying to avoid eye contact, those honey colored pools threatening to swallow her whole.

"... Huh... okay..." the rabbit faunus said, taking a moment to consider Ilia's words as the gears turned in her head. "In that case..." she started, fidgeting a bit before continuing, "M-maybe you could show me a thing or two sometime...?"

Ilia's eyes went wide. Was this girl asking her to... train her? That was... ridiculous, she wasn't even remotely qualified to do something like that. Then again, Ilia had spent the last two weeks training a bunch of barely competent faunus to fight, so she could see how one might think she was capable of something like that. That had been a fluke though, she'd only done it as a favor for Blake, it didn't mean Ilia had any idea what she'd been doing, or that she had any intention of doing it again.

Although... it wasn't like Ilia had hated the job she'd been assigned, and certainly nobody had forced her to do it. If the chameleon girl was honest, she'd actually kind of... enjoyed her brief role as a teacher and found it oddly fulfilling. She might even go so far as to say she'd felt a little proud seeing the faunus she'd worked so hard to train holding their own against a more experienced White Fang. All that being said, was Ilia really willing to take on another 'student' so soon?

"It's okay if you don't want to," the chameleon girl had been so wrapped up in her thoughts, the rabbit faunus had apparently taken her silence as a refusal. "I don't want to take up your time or anything, I know you're probably super busy and stuff," the long eared girl began rambling yet again, beginning to speak faster and faster, "I'm pretty busy with things too. I have to... do a lot of... important things, like all of the time, so it's probably for the best if you can't actually. I don't know what I was even thinking asking you something like that. Why don't we just pretend I never said anything? Yeah, that's a good idea. Anyway I should probably get going. Sorry to bother you."

Having essentially just rejected herself, the rabbit girl went to turn away. Ilia's mind was still trying to catch up with the burst of words that'd just been thrown at her, but as the long eared girl in front of her went to leave, her instincts took over.

Without thinking, Ilia's hand shot out, grabbing the rabbit faunus' wrist as she turned, halting her retreat. "W-wait!" the lizard girl exclaimed mid lunge, her fingers clasped onto the bare skin just above the glove on the long eared girls left hand.

The two teens seemed to freeze up in that moment of skin on skin contact. Then a jolt of electricity shot through Ilia's mind as it seemed to finally catch up with her actions and the pink returned to her spots, as well as covering her hand all the way up to her shoulder. She quickly released her grip on the girl, tucking the now brightly colored appendage behind her back before clearing her throat into her other hand before speaking,

"That... sounds great actually."

The rabbit faunus didn't seem to hear Ilia at first, instead staring at the spot the chameleon faunus had been holding onto her, but when the words finally got through, her long ears shot up straight. "Wait, really!?" she said happily.

_Wait, really!?_ Ilia thought to herself, caught just as off guard by her own words at the rabbit girl had been.

Then she started to think about the idea and came to the conclusion; Why not? Did she have anything better to do with her time in Mistral now that Haven was safe? What was she worried about? That something like this would cut into her hourly moping on rooftops? Besides, she'd be training on her own anyway, and having someone else to do it with, or even spar alongside, would only help her. Not to mention, all of this would go a long way in helping Ilia learn to socialize again. She needed this, a focus point. A project of sorts to keep her on the straight and narrow. Who knows, it might even be fun.

Her internal debate finally over, Ilia nodded to the rabbit girl. "Yeah, sure, why not?" she said, a slight tingle of excitement growing inside her now. "I mean, I won't go easy on you or anything, but if you think you're up for it... then yeah, let's do it." The rabbit faunus nodded eagerly, practically bouncing in place now. "Alright then, in that case, why don't we start tomorrow morning. Let's say... around six?"

The long eared girl's smile faltered ever so slightly. "Six... in the morning?" she said weakly.

Ilia gave the other faunus a strange look. "Um... yes? Is that a problem?"

"Oh! No no no, it's fine! I'm a total morning person, I love mornings and waking up for them," the rabbit girl said in a less than convincing tone.

Ilia eyed the other faunus warily, but shrugged it off. "Okay, great, why don't we just meet up here in the marketplace then. We'll see if we can find a quiet spot to get started on your training from there."

"Alright!" the rabbit faunus said, a bit of the chipperness returning to her voice.

Just then, an upbeat pop song Ilia had never heard before started emanating from the the brown haired faunus' pocket. The girl pulled out her scroll and read the message she'd just received. There was a flicker of disappointment in her eyes, or maybe the chameleon girl had just imagined it.

"That's my friend," the long eared faunus said as she put the device back into her shorts pocket. "I gotta go meet up with him."

Him...

It was then that Ilia remembered the ram faunus she'd seen this girl with earlier, they'd looked... close. The lizard girls mind couldn't help but wander on the subject. She called him a 'friend', a friend who was a boy... Just a friend... or maybe-

"I'll see you tomorrow then!" the girl said, ending the chameleon faunus' train of thought. She gave Ilia another dazzling smile that sent the reptilian girls heart into overdrive, before the bunny faunus hurried off, disappearing into the crowd and out of sight.

Huh... was it just Ilia's imagination, or had that gone... not completely terrible? Awkward? Maybe a little, but it definitely hadn't been the insurmountable task she'd set it up as. Granted, the lizard faunus' emotions were still kind of a mess right now, but she'd taken the plunge, overcome her own anxieties about the issue, and somehow came out the other side of this situation feeling downright okay about how it went.

A quiet laugh escaped Ilia's lips as she brought a hand to her chest. Her heart was still beating like crazy. Had she really been that nervous? Honestly once she'd gotten started talking to that girl Ilia had barely even noticed. She'd just kind of gone with the flow, and all the words started to come naturally after a bit.

Wow, is this how socially well adjusted people feel?

Ilia smiled as she continued to stare off in the direction the rabbit faunus had gone. The lizard girl was so fixated, she didn't even notice Blake approach until she was standing right next to her. Ilia looked over to see her friend giving her a knowing smirk. In response, the chameleon girl rolled her eyes before looking away. "What are you so happy about?" Ilia asked the cat girl.

"No reason," Blake replied, "just proud of you, that's all."

"... Shut up..." Ilia said with a smile, playfully shoving her friend in the shoulder.

"I mean it though," Blake said as the two faunus began to leave the marketplace, walking side by side. "I knew you could do it. Although, I have to admit, I never expected you to do something as bold as to ask that girl out on a date on your first try."

Blake kept walking for a few more steps before she realized Ilia was no longer walking alongside her. She looked back over her shoulder to see her pony-tailed friend frozen mid-step, all the color having drained out of her skin, hair, and even her eyes, leaving her entire body stark white.

"I... I did _WHAT!?"_

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**_A/N- Sorry for the shorter chapter. This part and the last one were originally a 17,000 word monster that no one would want, so I decided to break it up, but fidning an organic stopping point in the story was hard._**

**_Anyway, bad news? I'm probably gonna work on my other fic for a bit now (The OC one, which you should check out, because it's got plenty of confusing romance in it as well). That stories end is in sight though, so I'll probably just resolve the terrible cliff hanger I left it on then come back to this._**

**_Good news? Now that these crazy kids have finally gotten the ball rolling on their relationship, I'm SO excited for whats next._**

**_Anyway, before either of those things, I'm gonna draw a little I think. I've had another Hop on Spots comic in progress forever. I have so many cute ideas of things to draw for that ship, but I don't want to spoil anything. :_**

**_Lastly. Review. Do it. It makes my brain soak up the happy juices. _**

**_Later!_**


	6. Chapter 6

_**A/N- Oh no! With all this being stuck at home and doing nothing, I forgot I was supposed to be writing a story! Well not really, this next chapter just turned out to be really long and took some time to write... I'm actually still kind of writing it as I type this now, so HERE'S HOPING I DON'T MAKE THOUSANDS OF MISTAKES OOPS TOO LATE LOL HERE WE GOOOOOOOOO!  
**_

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_"Stay close, girls," Ghira Belladonna said over his shoulder as he navigated his way through the crowd of faunus around him. Being led by his hand was a young girl with a pair of cat ears poking out of her raven colored hair. "Wouldn't want to lose either of you munchkins in this crowd. How's Ilia doing back there, Blake?" the tall faunus asked his daughter._

_Blake in turn looked back over her own shoulder to the short, copper red, haired girl holding her hand. "You okay, Ilia?"_

_The chameleon faunus nodded meekly, looking nervously around at the sea of people she was being led through. Ilia still wasn't great with crowds, the nine year old clutching for dear life to the girl ahead of her._

_"Ilia says she's fine," Blake reported back to her father, happily acting as the messenger between the front and back of the train._

_The White Fang rally Ghira had brought the two young faunus to was slightly more populated than the groups leader had expected, but both Blake and Ilia had been looking forward to this for weeks now and he just didn't have the heart to turn back. The faunus civil rights group had assembled that day in protest of yet another SDC store opening here in downtown Vale. The shop not only continued to promote a corrupt corporations continued exploitation of it's workers in Mantle -many of which were faunus- but it also had forced a great deal of locally owned dust shops out of business as well._

_A huge gathering of faunus of all different shapes and sizes filled the sidewalk across the street from the SDC shop, holding up signs that read things like "Fair wages for all!" and "SDC- leave us be!" as well as many other equally effective(?) slogans. However, just down the road from them, on the same side of the street, was another group of protestors standing against the Schnee's and their continued expansion into their kingdom, this one was comprised of humans. While the two groups may have shared a common interest and enemy that day, the distance between them was more than just visually apparent, there was an unmistakable air of hostility as well. The occasional dirty looks each side gave the other made it clear that while they both wanted the same thing, they were NOT on the same side._

_Ghira couldn't help letting out a heavy, exhausted sigh. He didn't understand why things had to be this way. Unifying the two groups here would only benefit their cause, but humans still refused to respect his people, and the faunus on his side were just as stubborn when it came to trusting the race that'd always looked down on them. It was frustrating, but at the same time, the high leader of the White Fang hoped that by just being in the same place and wanting the same thing that might help to create a sense of comradery between the races. Baby steps were still steps in the right direction, at least in his optimistic eyes. He'd been in this fight for a long time now after all, and sometimes all you could do was see the best where you could, and not just for his own sake._

_Ghira looked back again at the two children he guided. All of this was for them, he reminded himself, so that the next generation could live in a world where humans and faunus were equals and united. Blake and Ilia both caught their elder's gaze and smiled up at him, making the bushy haired man's heart swell with pride at his daughters eagerness to support the cause. They both meant so much to the bearded faunus, and he knew Kali felt the same. And sure, Ilia might not be of the same blood as the rest of them, but Ghira would always watch over her like she was one of his own._

_Finally, the trio of faunus managed to make their way through to where a young, brown skinned woman in a red shirt was waiting for them. She had pointed, feline-like ears on her head, and stripes on her muscular arms. "You're late, Ghira," the tiger faunus said in an amused voice._

_"I know, I know, our airship got in pretty late last night, so we overslept a little I'm afraid." the giant man replied, scratching the back of his head sheepishly. "How are you Sienna? It's been too long."_

_The two adult faunus shook hands. Sienna gave Ghira a playful smirk, she was about to respond when she noticed the two little girls hiding behind the mountain of a faunus. "And who do we have here?" the tiger woman asked as she crouched down to the kids level._

_"Two new recruits, here to help support the cause," Ghira answered with a chuckle. "You remember my daughter, Blake?" The small cat girl smiled and waved at the dark skinned woman. Ilia however, was having none of this stranger and darted behind her black haired friend, only poking her head out a little._

_Sienna laughed. "And this poor girl must be Ilia," she said gently to the shy faunus. "Ghira here has told me a lot about you in his messages." The chameleon girl stuck her head out a little further, her pale blue eyes more curious than afraid. Sienna smirked as she rose to her full height. "I'd love to sit and chat, but I think it's time we got to work, right?"_

_Ghira nodded. "Yes indeed," he said as he handed Blake a pair of small cardboard signs on wooden sticks. "Take these, make sure you keep to the front of the group, and stay close, both of you."_

_Blake eagerly took the signs, handing one to Ilia who held it out in front of herself with a curious expression. It displayed the SDC's snowflake logo with a big red "X" going through it. "Like this," the cat girl instructed as she held up her own picket sign and bobbed it up and down in the air._

_The chameleon faunus cocked her head to the side, before mimicking the gesture, though with a little less vigor, also the front of the sign was facing the wrong way. The cat girl giggled at the lost look on Ilia's face, before taking the stick holding her friends sign and turning it around so it's message was pointed the right way. The spotted faunus looked up at her sign, then to Blake who watched her expectantly. The young lizard girl slowly raised and lowered her sign again and the cat faunus responded with a thumbs up, making Ilia smile proudly as she continued the gesture more wholeheartedly._

_"This way, girls," Ghira said, "The rally is about to start."_

_Blake took Ilia by the hand again as she followed her father and Sienna. The young chameleon girl felt her face light up as soon as the other faunus' warm fingers entwined with her own. She knew her friend was only doing it so they wouldn't get separated in the crowd, but still the butterflies in Ilia's stomach went crazy whenever it happened._

_Ilia really liked Blake. Well, she liked all the Belladonna's a lot, they'd been really nice to her over the past year, ever since-_

_The chameleon faunus immediately stopped the train of though. She didn't like thinking about Atlas, or talking about it. It made her feel... gross. Her insides would get all tight, then she'd get a headache and it got hard to swallow. Actually, the feeling was kinda the opposite of how Blake made her feel._

_It was so weird. Not long after Ilia had moved into her new families huge home on Menagerie, Blake had declared the two of them as "best friends". The chameleon faunus had never had a best friend before, but it turned out it was a pretty easy thing to have. Apparently all you had to do was spend a lot of time together, do lots of fun stuff, and stay up too late at night talking about stuff, even though it drove Ghira crazy. Ilia already liked doing all that stuff anyway, and she also thought she was pretty good at them too._

_Blake lead Ilia to the edge of the crowd of protestors, near the front, settling into a spot next to Ghira and Sienna as they waited for the rally to get started. The young spot covered girl was actually starting to feel a little excited. She'd never been to Vale before, the buildings here went all the way up to the sky. Not like on Menagerie, where everything felt small and packed together, this place was big... maybe a little too big in fact. Vale kind of reminded her of Atlas, aside from, you know, it wasn't floating._

_However, as soon as she thought about the kingdom in the sky, Ilia's mind started to drift to her old school, and her old "friends", and she felt her skin start to tingle as her stomach began to hurt. The traumatized lizard girl squeezed the piece of wood holding her picket sign tightly with both hands, as she closed her eyes and tried to will away the old bad feelings. She didn't want to think about then, it was too scary._

_Eventually, Ilia started to calm down. Then she noticed the group of humans standing down the street, a couple of which seemed to be staring at her in particular. The anxious lizard girl quickly took a step back closer to the crowd behind her, so that her body was obscured from the humans by the larger forms of Ghira and Sienna. Of the two adult faunus, only Sienna seemed to notice this, and she quickly turned her attention to the other race gathered nearby, narrowing her fierce yellow eyes at them, and her tiger ears laid flat on her head in agitation. The humans that had been staring at Ilia quickly found something else to gawk at, but not before one of them muttered something under their breath. Not a smart move when around a race known for exceptional hearing._

_The extra set of ears on Sienna's head perked up at the quietly uttered taunt, and she let out a low growl before beginning to storm off towards the other group of protestors. Thankfully, before an incident could ensue, she was stopped when she felt Ghira's massive hand on her shoulder. "...Sienna..." the bearded faunus said in a harsh whisper, "we didn't come here to fight, not them at least," he reminded his old friend. The striped woman turned back to Ghira, then to her own hands, clenched into tight balls at her sides. Sienna sighed in aggravation, relaxing her fists._

_Ilia had observed all of this with a perplexed expression. Was Ghira's friend going to do something... bad to those men? You're not supposed to use violence, that's what everyone had told Ilia ever since she..._

_Images flashed through the young faunus' mind. One of hands reaching out towards her, grabbing onto Ilia's arms and legs, trying to hold her down, someone crying, and the lizard girls own hands covered in red, but not because she'd changed colors._

_The spotted girl suddenly found it hard to breathe, her heart started slamming in her chest as a familiar feeling began to envelope her. The bad feelings stopped however, when Ilia suddenly felt Blake's hand on her back, rubbing in small, slow circles. The chameleon faunus looked into her friends amber colored eyes full of worry._

_"Are you sure you're okay?" Blake asked quietly, having set her own sign on the sidewalk so she could see to Ilia._

_The chameleon faunus took a few deep breaths to calm down, then did her best to smile and nod shakily. She didn't want to ruin today, Blake had been talking about and looking forward to this for weeks now and Ilia didn't want to make her have to go home just because she was being a baby. Besides, Ilia knew she'd be okay as long as she had her best friend nearby._

_The cat eared girl looked like she was about to say something else, when suddenly the protest kicked into gear and all the faunus around the two of them started shouting and waving their signs as the dust shop across the street officially opened it's doors. Blake quickly picked up her own sign and joined the others, followed by Ilia, who did her best to mimic her friends movements._

_After a few minutes the chameleon girl started to get into the rhythm of things, even chanting along with the group of faunus. She was still a bit too young to fully grasp what this protest was supposed to do, but Ilia did understand that the SDC was bad and they had to be stopped. She might try to avoid thinking about her old life in Atlas most of the time, but the young faunus had no doubts that the company had something to do with what happened to her parents._

_The longer the protest went on, the angrier Ilia found herself getting, and she expressed that anger by yelling out louder and louder towards the store across the street. She hadn't been sure about making so much noise at the start, but now she was getting into it. The roar of the crowd standing behind her adding fuel to a fire inside the young faunus that even she didn't know existed. Blake gave the chameleon girl a side glance, looking both impressed and a little worried at the look in her friends eyes._

_The White Fang couldn't have chosen a better day to stage this protest. The sun was out and there wasn't a cloud in the sky. Almost a perfect spring day, aside from the occasional bursts of wind coming in from the nearby shore. Just then, a particularly strong and sudden breeze kicked up, hitting the gathering of faunus, and while most didn't notice, the young Ilia was suddenly aware that her sign felt a little lighter._

_The small faunus looked up and found herself waving an empty stick in the air. She started frantically looking left and right to find where the top half of her sign had blown off to, finally noticing it as the strange wind made it bounce across the sidewalk and around towards the back of the group of protestors. Ilia looked to Ghira and his friend for help, but found them totally engrossed in the rally. She looked to Blake, but had equally as much luck there. The spotted girl huffed at the mild inconvenience as she quickly ran around the outside of the mass of faunus to try and catch the runaway piece of cardboard. After a few near misses, the piece of flimsy material bouncing just out of reach, the frustrated girl jumped on top of it, pinning the sign to the earth. She picked it up, dusted off the footprints she'd left on it as best she could, and then quickly stuffed it back onto her stick._

_The rest of the faunus had continued their yells and chants, completely oblivious to the antics of the small girl at their feet. Ilia wanted to get back into the protest as soon as possible so she raised her sign as high as she could over the crowd and joined in again, even louder than before. Protesting felt good to Ilia, this was an outlet she'd sorely needed for the feelings that had been pent up for far too long. The spotted girl was riding high on this new wave of emotions, but then she noticed a few of the other faunus had stopped their shouting and were looking down at her. For some reason, they looked angry._

_Ilia stopped yelling, slowly lowering her picket sign as she began to cower under the glares she was receiving. "What's that kid think she's doing?" she heard one of them say._

_"Who sent her over here?" said another._

_"Why's there a **human** on our side of the rally?"_

_What?... I... I'm not a... Ilia thought to herself._

_More of the faunus in the back seemed to notice the disturbance and also turned to gawk. Unfortunately for the spotted girl, the ones in front -or more accurately, anyone who could help clear up this misunderstanding- were still unaware of what was going on._

_The chameleon girl felt the weight of every pair of eyes as panic started to wash over her, the group of faunus starting to get more riled up._

_"Did those jerks send a kid over here just to antagonize us?"_

_"Stupid humans, always trying to mess with our rallies."_

_"Someone get her the hell out of here," one said, and then they started advancing on poor Ilia._

_The spotted faunus was too scared to move, too scared to even speak, as she was surrounded. No... no! I'm one of you! she wanted to shout, but her fear made the words get lost somewhere between her head and mouth. All the terrified girl could do was stare wide eyed._

_Suddenly, Ilia's mind went back to Atlas, to Laurel Prep School, to the one day she tried so desperately not to remember. She saw hands reaching out for her and in her mind she heard someone shout the words;_

_"Get her!"_

_Ilia had always done her best to keep her faunus trait a secret, even after moving to Menagerie. Hiding her true colors was just second nature to the young chameleon girl at this point. However, in that moment, as fear gripped her very core, Ilia felt that practiced control slip._

_The would be mob all gasped in shock as the girl before them turned bright yellow from her head to her toes and started shaking in fright. They all exchanged looks of confusion, then eventually realization, and then guilt as they finally recognized the girl in question was actually one of them all along._

_One faunus, an older looking man with a pair of goat horns poking out in front of his thinning, gray hair, approached Ilia cautiously. "Sorry about that kid, we didn't mean to scare ya like that," he said in a remorseful tone, holding his hands up in a peaceful gesture as her got closer to check on the trembling girl._

_Ilia didn't answer, she was miles away, lost in her own head. Her usually pale blue eyes where as yellow as the rest of her, and as big as the full moon. She was so deep in her panic she didn't even seem to notice the mans approach._

_The goat faunus, not seeing a reaction to his presence, finished closing the gap between them. "It's okay," he said, reaching out to take Ilia's hand, "no one's going to-"_

_The second the man touched the smaller faunus, something in Ilia's head snapped._

_She remembered those girls, her classmates, people she thought were her friends, grabbing onto her, trying to force Ilia to the ground after discovering she'd been a faunus all along._

_Then, just like back at school, that panic gave way to rage, the kind of anger where your body decides it will do anything to survive._

_The goat man's hand closed around Ilia's wrist and immediately the smaller faunus' entire body switched from yellow to red. She tugged her arm to free herself, but that just made the man instinctively grip tighter. So in turn, Ilia gave into her own instincts and rushed forward, sinking her teeth into the other faunus forearm._

_The goat horned man yelled out in pain as a coppery taste filled the young faunus' mouth when she sank her teeth in deeper, and she had no intention of letting go. She only stopped when when the back of the goat faunus' free hand slapped her across the face._

_Ilia stumbled back, falling onto the concrete sidewalk. "AH! You little" the man said, grabbing his injured arm as blood seeped between his fingers._

_The spotted girl scrambled up to her hands and knees. The slap she'd received had effectively knocked her out of whatever berserk state the younger faunus had been in. Ilia reached up with shaky hands to her throbbing cheek. She could already feel in starting to swell as she fought back tears, not just from the pain, but also what she'd just done._

_Why... why had she done that? She'd attacked like some kind of wild animal. As the chameleon girl struggled to find the reason behind her actions, she noticed the disgusting taste still in her mouth. Ilia spat onto the sidewalk, her body went white at the sight of the small splatter of thick, red blood that came out._

_Ilia's stomach lurched. She looked up at the crowd of faunus still surrounding her. Gone were the looks of guilt and pity, replaced by fear, and in some cases, including the man she'd just bitten, anger._

_"What's wrong with you!?"_

_"Are you crazy!?"_

_"Where's this brats parents?"_

_The panic and terror returned in spades. There was no escape, only a brick wall behind her and a crowd of faunus staring down. All Ilia could do was sit there on the cold, hard ground as the group started to advance on her again. That's when she started to cry._

_Thankfully, before things could get any worse for the young girl, she heard a familiar voice over the shouts of the rally._

_"Ilia?... Ilia!" she heard Ghira yell, and soon after saw his wide frame pushing past the crowd of faunus, a look of worry in his eyes. "Ilia, what happened!?" he asked kneeling down next to the visibly shaken child._

_"What happened was this little psycho took a chunk out of me!" the furious goat horned man said aggressively, holding up his still fresh wound for the White Fangs leader to see._

_Ghira stared in surprise at the obvious bite mark Ilia had left the man with. He looked back to the girl herself. "Ilia, is this true?" The still trembling chameleon faunus nodded guiltily. She did feel bad, she really did. Everything had just been so scary and loud and it made her think about Atlas, and... and..._

_The tall, bearded faunus sighed loudly. "Ilia, you can't do things like that," Ghira said disapprovingly, "you need to apologize to this man, right now."_

_Ilia looked to the still seething goat faunus glaring at her with clenched teeth as he clutched his arm. "S-s-s- sorr- sorry..." the frightened chameleon girl managed to stammer out, doing her best to sound genuine as possible despite her shaking form._

_The injured man's look didn't soften in the slightest upon hearing the apology. "You think saying 'sorry' is gonna fix my-"_

_"Enough!" Ghira said standing between the other faunus and Ilia. His posture was straight and he towered a good foot or so over the other man. "She apologized, and so do I for letting this happen. I should have been keeping a better eye on her," he said dejectedly, "but she's just a child, there's no reason to escalate things like-"_

_"What kind of excuse is that!?" the irritated goat faunus shouted, getting right up in the high leaders face, or as well as he could considering the height difference. "Kids like her will never learn right from wrong if you're soft on them for stuff like this, Ghira," the man went on, pointing at Ilia who flinched away. "If I were you, I'd take that little monster of yours behind the woodshed and-"_

_The man was cut off by a sound, one Ilia had never heard before, it was like a low rumble, it sounded like thunder in the distance, signaling an oncoming storm, except it had come from Ghira._

_The bearded faunus' brow was furrowed and his dark pupils were crevasses of black in a sea of gold. The scariest part though, were his teeth. Ilia knew full well that Ghira had sharp teeth, catching glimpses of them when he smiled or laughed, but right now they were bared, clenched as the low growl he'd made began to trail off._

_The goat faunus took a step back -everyone witnessing the altercation did- at the rare display of power and intimidation from the White Fang's leader. Ilia still hadn't stood, she just watched the scene before her with her young, impressionable eyes. _

_They were afraid of Ghira, that's what had stopped them from attacking her._

_She watched as fear beat hate._

_Ghira gave the goat man one final look of disdain before turning away. Every one of the faunus in the Fang new their leader as the kind, passionate, pacifistic who'd always push to talk things out rather than resort to violence, but today, all in attendance had seen the side of him that appeared when someone tried to, or even suggested, harming his family._

_However, the bearded faunus was still no more of a fan of this kind of intimidation than anyone who was on the receiving end of it. He looked back over his shoulder at the injured man. "... Head back to the caravan. There are first aid supplies to help patch you up there," he said, with no anger in his voice, but instead, a hint of regret._

_Ghira knelt back down towards Ilia, who squirmed away a bit in response to the intimidating display she'd just witnessed. The muscular faunus gave the girl a patient smile, no teeth, no angry eyes, no growling, just the same kind of friendly smile Ilia had seen on his face back when she'd first arrived into his families care._

_Blake appeared at her fathers side, having seen everything that had just transpired and looking almost as traumatized as Ilia by all of it. The cat girl looked at her friends with a guilty expression, the ears on top of her head hanging low. Of course she felt bad, Ghira had trusted her to look after Ilia today and she'd failed to do so._

_Without another word, the high leader picked up the emotionally drained chameleon faunus from the sidewalk, cradling her so that Ilia's chin rested on his broad shoulder. "Sienna," Ghira called out, getting the tiger woman's attention, "can you please take over for me here? We're going to head back early."_

_The striped faunus nodded. "Of course, Ghira. You do what you need to do."_

_The White Fangs high leader gave Sienna an appreciative look before turning and walking away. As he did, the tiger woman gave Ilia a long, interested look as a sly smile spread across her lips. That girl might not know it yet, but she had a fighting spirit, and that was just the kind the White Fang would need if things were going to truly change in the world. Sienna would have to remember to keep her eye on that one._

_Ilia clung tightly to her surrogate father as he carried her off, Blake walking close beside the two, dragging her sign from the protest behind her. Over the older faunus' shoulder, the chameleon girl saw the man she'd bitten still scowling at her. Usually, Ilia would have turned away, buried her face in Ghira's neck to try and not think about the hateful glare she was receiving, she might have even cried some more, but that's not what she did. No, the young chameleon faunus had learned powerful lessons today about how the world worked. So instead, Ilia scowled right back at the other faunus, letting her irises flash red at him._

_The goat man seemed taken aback by this and immediately broke eye contact before walking off to see to his injury._

_That was the lesson Ilia had been taught; She'd learned what stomped out hate._

_But she'd also learned that even her own kind could turn against her._

* * *

It had been less than a day since Ilia had agreed to help train the still nameless rabbit eared girl, and in that time the lizard faunus had managed to imagine every conceivable way it could go wrong.

Needless to say, sleep was never an option once the spotted faunus had signed up for this little "lesson". No, instead her imagination had a lovely time torturing her already anxious mind all night long. Eventually, like so many nights recently, Ilia gave up on trying to force sleep to come and ended up heading to the meeting spot an hour earlier than she'd originally planned.

The marketplace was a ghost town this early in the morning, the vendors hadn't even begun to set up their stalls for the day. Even the sun wasn't up yet, but as the lizard faunus paced back and forth waiting for her "student" to arrive, the glowing, burning orb slowly crept over the horizon.

Ilia adjusted the strap of the small canvas bag over her shoulder for around the fiftieth time in the last ten minutes. Inside was a water bottle and a towel, her usual training equipment, as well as the first aid kit she'd brought from Menagerie, in her dazed state as she left her hotel room, she'd forgotten it was even in there.

Why was she so nervous? It was just training, the same thing she did most mornings. Besides. it wasn't like this girl was even going to show up anyway. After all, who walks up to someone they barely know and asks them if they'll teach them to fight? No one, that's who.

This was all probably some elaborate prank, for all the reptilian faunus knew she was on some hidden camera show, and somewhere was an audience getting a kick out of watching her squirm. Or... maybe Ilia had just imagined this whole thing? She had been suffering from insomnia for the last few weeks. This mysterious bunny faunus could just be a result of her barely functioning brain!

Ok... even Ilia had to admit that neither of those options seemed especially likely, but to her anything seemed more reasonable than this person genuinely wanting the pony tailed faunus to teach her to fight.

It was all Blake's fault that the chameleon girl was so worked up. She'd been perfectly fine with helping this girl out, she'd agreed to the idea of training together almost immediately. It seemed like a perfectly innocent way to pass time in Mistral while keeping her skills sharp. Then Blake had to make it weird with her "date" comment. Which was... completely ridiculous! Clearly her old friend had been overdoing it with her "Ninjas of Love" novels lately.

There was absolutely nothing... romantic about this situation! All Ilia was doing was meeting up with a girl early in the morning so they could train, that's all, just two people trying to get stronger... and maybe sparring... with their bodies colliding and grinding together... drenched in sweat... and also one of them was really pretty looking, and-

"UGH!"

Ilia shouted in frustration. She barely knew this girl, and thinking about her like... that... just felt... gross. Besides, things like that only happened in trashy romance novels, not in real life... or at least, they didn't happen to people like Ilia.

Trust was hard for the lizard faunus, but romance? That was on the wrong side of impossible. The spotted girl had only really had one "crush" in her life, and to say that had ended badly would be an understatement, and all Ilia had been left with in the end was a big, burning whole in her chest. Did she really want to go through all that again with a girl she'd just met?

The young faunus sighed, leaning back against the short, cobblestone wall behind her. It was too early for her to be this moody and depressed. What was she even worried about? Like she'd said, the girl probably wasn't even going to show up in the first place. Though, that thought raised an interesting question in Ilia's mind;

If she was so sure this girl wasn't going to show, then why was she still here waiting?

Maybe... it was because deep down Ilia wanted to believe that this was real. That the pretty girl with the short, caramel colored hair really did want to learn from her, and to spend time with her.

Maybe that was part of the reason why Ilia had been so eager to accept this idea in the first place? Despite her grumblings and complaining to herself back on Menagerie, teaching had actually been a very fulfilling experience, and she'd been excited at the prospect of getting to do it again.

Unfortunately, the chameleon girls damaged heart and psyche just wouldn't allow her to believe any of that. All they told her was that this was a bad idea, and it would end badly.

"So stupid..." Ilia thought aloud, crossing her arms around herself. After heaving another deep sigh, she pulled out her scroll to check the time. Self deprecation was never a good thing, but at least it seemed to make the minutes pass faster. The lizard faunus felt her chest tighten when she saw how close it was to the meeting time. Ilia stared at the device as the seconds ticked by.

_5:59:57_

_5:59:58_

_5:59:59_

_6:00:00_

The chameleon girl looked up from her scroll and did a quick scan of the still empty marketplace. She waited a few seconds before closing her scroll and putting it away.

_That's probably long enough. Oh well, guess she's not coming, time to go back to my hotel room and never think about this again,_ Ilia thought to herself and then hurriedly went to leave.

Luckily -or perhaps unluckily according to certain parts of the spotted girls brain- Ilia only got a few short steps away before she heard someone call out to her. "Ilia! Hey! Good morning!" a familiar voice coming from behind the lizard faunus said cheerfully.

Ilia's shoulders scrunched up around her neck as she flinched in surprise. She felt her stomach twist into a knot and for a split second blotches of her skin went yellow, before the reptilian girl regained her composure and turned to face what she'd been dreading for hours.

"H-hey..." Ilia said with a barely convincing smile.

The rabbit faunus trotted over, shield and staff strapped on her back, clattering as she moved. Somehow the girl manged to look both excited and also about half asleep, with dark circles under her brightly shining, honey colored, eyes. "You ready to get started?" she asked eagerly.

_Okay,_ Ilia thought, _so she actually showed up, this isn't a problem._

Except that it was. You see, with all the time Ilia had wasted worrying about whether or not this girl would actually come, she hadn't even begun to think about what the two of them would do if she did.

Before blind panic could set in, Ilia decided to just start off with her normal routine for exercise and... just make the rest up as she went? A better plan than none, she supposed.

"Let's just... start with some stretches," Ilia said un-enthusiastically.

The rabbit girl on the other hand, had enough enthusiasm for both faunus, and responded with a bright smile. "Yes, Ma'am!" she said, pumping her fists in the air.

"You... don't have to call me that," Ilia responded, the formality making her a little uncomfortable.

"Oh, right, sorry," the long eared girl said. "How about 'Teacher?'"

"No."

"Master?"

"Absolutely not."

"Sensei-chan?"

"Sensei-what?"

"Never mind."

Ilia gave the other faunus an exhausted look. "Just... Ilia is fine," she clarified.

The brunette giggled. "Alright then, Il-i-a," the way the rabbit faunus said Ilia's name, emphasizing each syllable slowly, had the chameleon girls insides twisting in an entirely different way, and the spotted teen found herself holding back a blush. What had she gotten herself into?

With that, the two faunus set aside their gear, and Ilia began instructing her new student in the series of stretches she usually did to loosen up her muscles before a workout. The lizard girl couldn't help but notice just how flexible the rabbit faunus was. Ilia had never considered the possibility before, but maybe this girl had done some training already? Even before what she'd done in preparation for the Battle for Haven? Then it occurred to the spotted girl just how little she actually knew about this faunus. She wanted to ask, to learn more about her, but... was now really the best time?

Yes, this girl had shown up, but Ilia didn't want to read too much into that just yet. Like she'd told Blake yesterday, it wasn't like the two of them were friends or anything, the brunette had just asked Ilia to train her, that was as far as her interests went. Ilia didn't want to risk making her upset by asking a bunch of probing questions, but... she really did want to know more.

However, the lizard girl then found a scarier question to focus on; What did this girl know about her? Had she heard that Ilia was former White Fang? Did she know about what had happened that night at the Belladonna's home? Or the laundry list of other terrible things Ilia had a hand in?

Suddenly, the distracted spotted girl noticed she'd been caught staring at the rabbit faunus while the two of them were doing toe-touches. The golden eyed girl smiled at her again, but Ilia just cleared her throat loudly and moved on to the next exercise, this time making sure to look anywhere other than the athletic body of the rabbit faunus next to her.

As the two finally managed to finish their stretches, the marketplace was starting to come to life. Carts were unloaded, goods were displayed, and vendors eagerly awaited the days customers so they could swindle them out of their hard earned lien.

The lizard faunus raised her hands high above her head in one last stretch, enjoying the satisfying pop of her now wide awake muscles. She looked over to see the rabbit girl appeared a little less sleepy-eyed now as well. "Alright, what's next?" the girl asked eagerly.

"Next," Ilia replied, "we warm up with a jog."

"Wait, I thought what we just did was a warm up," the rabbit faunus asked, one of her long ears bending forward. "Or was that, like, the warm up for our warm up?"

Ilia couldn't resist a smirk and an eye roll at the other faunus' habit of thinking out loud. "Something like that."

After finding a bush away from the increasingly crowded streets to hide the rabbit girls bulky weapon and shield in until they got back from their run, the two set out. Ilia led the way, though she really didn't have a set route in mind. She knew the city of Mistral fairly well, since the White Fang had a few safe houses that she'd stayed at back in the day, so the lizard girl just kind of let her own feet guide her wherever they wished, all the while trying to remain close to their starting point.

Everything was normal at first, Ilia had planned on taking it easy today, not knowing whether or not her new student would be able to keep up, but that wouldn't be the case for long. It turned out flexibility wasn't the only thing this rabbit faunus seemed to excel at. The chameleon girl was surprised when her company not only kept pace, but also appeared to be trying to pass Ilia.

The reptilian faunus gave the girl a strange look as she ran beside her, and the rabbit eared teen responded with a smirk that almost seemed a little competitive to Ilia. Her suspicions were confirmed when the long eared girl suddenly picked up speed.

"You do realize I'm the only one of us with any sort of idea where we're going, right?"Ilia said, focusing on maintaining steady breathing while moving at a brisk pace.

"So... what?" the way the rabbit faunus struggled to get the words out between increasingly ragged breaths made it clear she didn't practice the same type of focus. "Afraid you'll... get beaten... by a... lowly farm girl?"

Before Ilia could begin process what that even meant, the rabbit girl took off into a full sprint. "Hey!" the spotted girl shouted after her, the long ponytail behind her waving in the air as she picked up speed as well. _She's fast!_

The two of them ran through the -thankfully, not too populated yet- streets of the kingdom for about fifteen to twenty minutes, out of the marketplace and into the residential area. They ended up racing into a more high end district of the city, almost bowling over a fancily dressed man stepping out his expensive home to collect his newspaper. The thick bearded man nearly spilled his cup of coffee as they raced by. He shouted out a few curses at the two faunus, but they just kept running. Ilia could swear she heard her accomplice laughing as they made their escape, and the chameleon girl couldn't help but smile.

This was stupid, crazy, and childish, not to mention dangerous as well, but in all of the best ways. Was Ilia actually having fun? Her days had been so full of gloom and anger for as long as she could remember. The lizard girl had almost forgotten what that felt like...

However, said fun didn't last much longer as the rabbit girl ahead of Ilia began to slow down, until eventually she stopped completely, bent over, hands on her knees, trying to catch her breath. The chameleon girl casually strode up beside the exhausted runner, she herself not even looking remotely tired.

"How... How are you..." the bunny girl heaved out between gasps for air.

"Practice," Ilia plainly stated.

"Not fair... witchcraft... I call... witchcraft,"

The lizard faunus chuckled. "You do know that the point of a warm up is to avoid exhausting yourself, right?"

"Not... listening... to you... you're clearly... using magic... evil... running magic..."

Ilia rolled her eyes, this girl was ridiculous. "Don't blame me, I wasn't the one who started sprinting in the first place."

The rabbit faunus grumbled a response the lizard girl couldn't make out. Ilia smirked, reaching up to wipe the sweat from her brow. The surprise run might not have worn her out as much as her company, but the early morning sun was making up for it quite handily. It looked like it would be another hot day in Mistral, the type that was perfect for spending outside, but Ilia was glad she'd come prepared, and took her small canvas bag off her back and pulled out her bottle of water. She unscrewed the tightly secured lid and poured the cool, refreshing liquid down her parched throat.

The lizard faunus had already downed about a quarter of a her drink before she noticed the still hunched over rabbit girl staring at her longingly. She was curious as to why for a second, before she noticed the other faunus' gaze was actually fixated on her water bottle. "Let me guess," Ilia said in a teasing tone after wiping her lips, "you didn't bring any water or anything?" The caramel haired faunus just smiled sheepishly, her honey colored eyes still glued to the condensation on the outside of Ilia's bottle. Of course, the lizard girl offered the still mostly filled container, gesturing for the other faunus to take it.

The rabbit girl studied the plastic bottle, looking apprehensive as she stood up straight. "Oh... but what about... y'know... cooties?"

Ilia gave the long eared girl the most bewildered look of her life. There was no way she actually believed-

"Just kidding," the brunette said with a mischievous smile, happily taking the cool feeling bottle, "thank you."

Relief washed over Ilia like a waterfall. However, the relief soon turned to embarrassment as the rabbit girl started taking a long sip from the chameleon faunus' water bottle. That was because... well... Ilia's mouth had just been on that... and now the rabbit girls was... it was kind of like the two of them had just-

_Nope, nope, nope, nope_

The spotted girl knew exactly where her mind was headed with that thought and immediately cut it off. The intrusive mental image had done it's job though, as suddenly Ilia was acutely aware of a droplet of water that had slipped out of the side of the long eared faunus' rosy lips, traveled down her cheek to her chin, onto her long, thin neck, continuing down until it reached the girls exposed clavicle, before it disappeared beneath the loose red t-shirt she wore. The pony tailed faunus felt her temperature rise all throughout her body at the drop of waters voyage across the other girls smooth looking skin.

Ilia immediately turned away, facing the opposite direction of the cause of this incredibly frustrating train of thought._ Don't turn pink, don't turn pink, please for the love of god, do not turn pink!_

The chameleon faunus' plea was thankfully heard as she managed to reign in her emotions enough to avoid a color change. She didn't know if this girl knew about her animalistic trait, or the meaning behind the colors, but also didn't want to risk giving away what she'd just been thinking.

"Ilia?"

The young faunus almost jumped at the sound of her own name, but was able to keep it together enough to turn and see the honey eyed girl returning her teachers water bottle. "Thanks again," she said appreciatively.

Ilia took the plastic container back, while mumbling a "You're welcome," and still doing her best to avoid eye contact.

"So, what's next?" the rabbit faunus asked.

The spotted girl took a moment to clear her throat and get the last of her emotions in order, before returning to 'teacher mode' as Ilia decided to dub it. "Well, since someone decided to run us so far from the marketplace and all their gear," she said shooting a playful, but still accusatory glance at the long eared girl, "I guess we have to head back in that direction." Ilia smiled slightly maliciously, "And since we just took a break, we might as well jog back to get warmed up again."

The rabbit faunus' long ears dipped low as she muttered out a defeated, "Nooooooo..."

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**_A/N- There you go folks._**

**_I should have more soon! Like, at least one more chapter before I'm sealed away for another thousand years by the ancient mummies curse I'm under, but we've all been there am I right?_**

**_Also between this chapter and the last I got a bunch of reviews! It made me really happy, although it didn't do much to prove my theory that it'd make me write faster..._**

**_Ignoring this. I'll see you guys next time!_**


	7. Chapter 7

_**A/N- A new chapter!? B-but it hasn't been several months! Could it be that I've finally reached a point where my followers can expect updates in a reasonable time frame?**_

_**...**_

_**No, we both know that'll never happen. This is a fluke, nothing else.**_

_**Enjoy more awkward flirt- er, I mean, training!**_

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It was a much more relaxed -but still long- jog back to the marketplace. Ilia was impressed, despite clearly tiring herself out earlier with her surprise race, the rabbit faunus had still managed to keep up relatively well. The chameleon girl just wished she'd been able to work up the courage to try socializing a little on the way back, but again, Ilia's nerves had gotten the better of her. The spontaneous run had been nice little icebreaker between them, but Ilia was still just too cautious around the new faunus. She wasn't sure how to approach this situation, opening up to people and getting them to open up to her, it was not her strong suit. So they just kind of wandered back into the now crowded market in a comfortable silence.

After grabbing the gear they'd hidden away, the two teenagers made their way to a nearby park where they managed to find a secluded spot to get to work. It was a small clearing, obscured from the rest of the park goers by a ring of trees and covered in thick, green grass. The perfect place for a little sparring.

Once they got settled, Ilia turned to the brunette and said, "Alright, show me what you can do."

The bunny eared girl cocked her head to the side. "Umm... what?" she asked, genuinely confused.

"Come at me," Ilia clarified, beckoning her training partner with a finger. "It's the only way I'll know what I'm working with here."

"Oh... right, of course. Are you gonna, you know, get ready too?" the rabbit faunus said, then pointed at Lightning Lash, still clipped to her teachers hip.

The spotted girl couldn't resist a chuckle. "Tell you what," she said with a hand on her hip and a cocky smile, "how about you try and make me have to use it."

The long eared faunus looked surprised at first by the blatant taunt, but then puffed out her cheeks in indignation. "Oh-ho-ho, I'll make you alright," she said, pulling her shock spear and shield from her back with a competitive smile spreading across her lips. The same smile that'd appeared during their "run" earlier.

All Ilia did in response was cross her arms and smirk, possibly having a bit too much fun pushing her students buttons. It was obvious this girl was eager to test her instructor as well, and honestly, that sent a tiny tingle of excitement up the lizard girls spine.

Without another word, the rabbit faunus rushed at Ilia, shield out in front and preparing a strike with her spear. The pony tailed girl found herself impressed yet again at the other faunus' speed, even with the heavy weapons in her hands. However, just as the long eared faunus went to swing, Ilia leapt to her right, the side the brunette was holding her shield in. The bunny girls attack hit nothing but air as her momentum carried her past Ilia, who gave her opponent a small shove on the back as she went by, almost making the inexperienced faunus fall flat onto her face.

The rabbit girl regained her footing quickly enough, then spun around quickly to see Ilia still standing nonchalantly, hand still on her hip. The chameleon faunus smirked before again beckoning her opponent with a finger. The other girls honey colored eyes narrowed as her grip tightened on her weapons handles. She ran at Ilia again, though this time at a much more controlled speed as she tried to anticipate the other faunus' dodge this time.

_She adapted, not bad,_ Ilia thought, finding herself even more impressed.

Still though, even as the rabbit girl got in close the reptilian faunus was easily able to avoid the quick series of jabs sent her way. Then Ilia saw her opening, and using her forearm she pushed aside her pupils weapon as it rushed toward her face. The other faunus' eyes went wide as the pony tailed girl rushed past her offense, aiming the point of her elbow for a strike to the side of the brunettes head. Though, surprisingly the bunny eared faunus managed to raise her shield and actually intercept the blow as Ilia's strike bounced harmlessly off the metal.

_Hmm. Pretty good reflexes_, the pony tailed girl thought, before crouching low and effortlessly sweeping the legs out from under the rabbit faunus and sending her to the ground.

The downed teen groaned as she stared up at the blue sky in a bit of a daze. "Not bad," Ilia said, leaning over so her head was in the rabbit girls view. "Better than I expected, for sure." That was actually an understatement. It had been a brief match, but already the lizard faunus felt like she'd learned a lot about this girls abilities.

The brunette looked up from where she laid on the grass, spread out like a squished bug. "I just... how'd did you...? You're so fast," she stammered out, staring in disbelief.

Ilia smiled at the praise. "I told you; practice," she said with a shrug, before offering the rabbit eared girl a hand to help her stand.

It was eagerly accepted, and the reptilian faunus pulled her pupil to her feet. "Still, there's such a big gap in skill between us, huh?" the short haired faunus said, Ilia picking up on the discouraged tone and how the bunny girls ears seemed to sag as she spoke.

"Not necessarily," the spotted faunus said quickly, trying to continue to sound nonchalant, but also worried she'd been a bit too rough on the other faunus. "I think you've got plenty of potential, we just need to work on honing it, is all."

The other girls long ears perked back up and she smile appreciatively. Ilia smiled back, until she realized she was still holing the other faunus' hand after helping her up.

This was usually the part where Ilia lit up like a burn dust crystal, but she didn't this time. That was the result of something the chameleon faunus had come to realize during their quiet jog back; That if these little tutoring sessions were going to get anywhere, she couldn't turn into a blushing mess every time this girl breathed in her general vicinity. Not only was it counterproductive to the rabbit girls training, but it was also completely unnecessary. She just didn't see the point in torturing herself anymore, moments like these weren't awkward or emotionally charged or anything, or rather, she realized they didn't have to be. It was just a moment, between a student and teacher. She didn't have to put herself under so much pressure. Ilia was so worried about how this whole scenario seemed romantic on paper, that she didn't realize that it was up to the people involved whether or not it really was. So why not just put away those inconvenient feelings for now?

It wasn't necessarily that she wasn't interested in the other faunus, she just didn't have to rush things, let this progress naturally. Maybe for now she could just focus on the training the other faunus had asked for, and after, they could see where things stood, maybe even try being friends? That wouldn't be so bad. For now though, they could keep things simple between them, and somehow, thinking about it that way helped make things easier for Ilia. She could do casual, she had years of practice at hiding her true feelings, after all.

So the spotted faunus calmly let go of the other girls hand, no fuss, no light show on her body, but at the same time couldn't resist an awkward laugh. Ilia rubbed the back of her neck sheepishly, and that was when she noticed the line of crimson traveling down the rabbit girls left forearm.

"Umm..." Ilia said in mild alarm, pointing at the small trail of blood coming from her pupils elbow.

The rabbit faunus looked down, then bent her arm, revealing a small cut on the back of her elbow. "Oh..." she said in a tone that almost sounded nervous. "...I... must have fallen on a rock or something..."

The spotted girl studied the wound, it didn't look bad or anything, it was just odd that it hadn't healed yet. "Doesn't look too bad. You're aura should take care of it in a minute or two."

"Y-yeah! Definitely!" the rabbit faunus said way too eagerly, before wiping away the blood with her other hand. Then, it might have been Ilia's imagination, but it looked like she was holding her arm slightly behind her back, like she was trying to hide her injury for some reason.

"What's-"

"So!" the brunette interrupted loudly, almost making Ilia flinch in surprise, "You've uh... seen me in action now, any tips?"

Ilia wasn't stupid. She knew when someone was trying to change the subject, but decided against pressing the issue, for the moment anyway. "Well... first of all I think you should lose the shield."

The rabbit girls eyes bulged. "What!? Why!?"

The chameleon faunus studied the thrown together piece of scrap metal. It was a small wonder it hadn't fallen apart during it's first use, but aside from that... "Honestly, I think it's only slowing you down."

The long eared girl gave her teacher a skeptical look. "So, just to clarify, you think carrying something that will keep bullets from tearing through my soft flesh is 'just slowing me down?'"

"Definitely" Ilia replied in a matter of fact tone. "I can tell. It's like your body wants to move even faster than you do now, but you're carrying too much to do it. You could probably use it more effectively once you build a little more muscle, if you're really that attached to it, but I'd be willing to bet that by then you'll be so used to not using it you'll want to keep things that way.

The bunny faunus nodded slowly in understanding. "Besides," Ilia went on, "quick footed fighters like us? We're always better off just trying to be where the bullets aren't, rather than trying to stop them."

The brunette took a minute to look at her shield. She lifted it up and down on her arm, testing the weight with a thoughtful expression, then looked back to Ilia. "Wow, you're... actually really good at this." the rabbit girl said suddenly.

The pony tailed teen gave her student a strange look. "You... don't have to sound so surprised when you say that."

The other faunus' face lit up in embarrassment. "Oh no no no no, I didn't mean it like it that, it's just- I mean I knew you were amazing- ARE, I meant are amazing, but I never meant to..." the clearly floundering girl took a moment to breathe before trying again. "What I meant is, I couldn't have chosen a better teacher, so thank you, I guess is what I was trying to say."

The sudden compliment, combined with the adorable blush on her students face, caught Ilia completely off guard and her mind was sent reeling. Her spots went pink without even giving the poor girl a chance to resist the change this time. The pony tailed faunus looked away from her pupil, trying to play it cool like she'd suddenly noticed something to the side, and attempting to hide the pink display until it faded by brushing one of the strands of hair framing each side if her face with her hand. Just because she'd decided to avoid any romance here doesn't mean Ilia was completely immune to this girls obvious charms.

"L-like I said," the flustered lizard girl mumbled out, "It's not that big of a deal, this is just stuff I've picked up over the years." She cursed herself for her own stutter, hoping the other faunus hadn't noticed, but the small giggle and the smile she saw when Ilia looked back to her student made it clear she had seen everything.

The whole 'trying to keep it cool' thing went out the window as the lizard faunus quickly took out her water bottle and took a long swig, anything to break eye contact again. After wiping her lips, Ilia said, "So... um, yeah, why don't you go ahead and try again, without the shield this time."

The long eared girl gave her hastily made shield one last, almost longing, look before gently placing it against a nearby tree. For some reason she seemed oddly attached to the piece of scrap metal, but Ilia couldn't put together why. Then the short haired faunus took her stun spear in both hands and gave it a practice twirl, followed by a satisfied nod.

Ilia let the other faunus mess around with her weapon a bit longer to get used to the change in weight. The lizard faunus wasn't one to brag, but she really was confident that getting rid of the shield was the right call to make. Already the rabbit girl looked much more comfortable and quick in her movements. It made sense, a longer weapon like this was better suited to having two free hands to wield it.

_Two hands... hm..._ Ilia continued to study the brunettes movements. The beginnings of a design began to construct in the teenagers mind. She'd never consider herself much of an engineer, but she did manage to make Lightning Lash herself, so you couldn't say she didn't have a bit of an interest in subject. The other faunus' weapon was looking better, but Ilia couldn't help but start to imagine something she felt would suit her student even better...

But before the thought got too far, her student spun around to face her. "Okay! You ready!" the excited looking rabbit girl asked.

The pony tailed faunus blinked a few times as her mind returned to reality. She stored the idea away for a rainy day, and focused on her soon to be opponent. "Go ahead," she said, an eagerness in her own voice as well.

The long eared teen bounced a little in place as she gave her spear a few more twirls, having gotten pretty good at it in just a few minutes of practice. She took the long weapon in both hands and put on a determined expression before finally bolting at Ilia yet again. The chameleon girl still didn't reach for her whip-blade at her hip, confident she wouldn't need to use it, but almost found herself caught off guard by how quickly the other faunus managed to close the gap in between them. It was just like Ilia had thought, this girl had clearly had more training than just what the militia had provided, and now, without the heavy metal shield hampering her movements, the rabbit faunus was like a completely different fighter.

As the other teen began her assault, her blows were quicker and more precise than before, even her balance seemed better. It was amazing what such a small adjustment could do. However, the skill gap between the two faunus was still all too apparent, as the spotted girl leapt over a low sweep aimed at her legs and nimbly swatted away thrust after thrust with nothing more than her bare forearm and aura. Keeping up with her student was a little moire difficult now, but still easy enough so that the pony tailed faunus could gauge her opponents offensive abilities. Then, after a few more blocked strikes, she decided to switch to testing her defense.

When her opponent went for another low sweep, Ilia stepped down on the end of the spear, pinning it to the grass covered earth. Then she leapt up and aimed a high kick at the long eared faunus' shoulder. She made sure to telegraph the kick with a loud, completely unnecessary, yell to give her student enough of a warning to act.

The brunette let out an, "Eep!" of surprise, but still managed to get her spear up to block the blow, but the impact still sent the long eared faunus sliding back a few feet. To her credit, that didn't slow her down for long though, as she quickly regained her footing and ran right back toward Ilia, barely missing a step.

The pony tailed faunus lowered her stance, expecting another round of attacks coming her way, but at the last second she noticed the familiar mischievous smirk on her opponents face. Suddenly, the rabbit girl slammed the head of her spear into the grass in front of her, letting the sudden stop in momentum carry her into the air, and pole vaulted over Ilia.

Time seemed to slow as the chameleon faunus watched the brunette soar above her, looking fairly amused with herself as she did. Ilia definitely hadn't been expecting that, and was caught so off guard that all she could do was stare dumbly at the surprising display of agility. The rabbit girl landed on her feet, then quickly spun with her spear out, putting all her strength behind the blow, which was aimed right for the still flabbergasted, pony tailed faunus.

Ilia only barely managed to get her arms up in defense, but when the hit connected there was a flash of pale blue light as her aura took a heavy hit in the process. The spotted girl reeled from the attack, stumbling back to avoid her opponents relentless follow up swing, suddenly finding herself forced on the defensive. The long eared faunus leapt towards her teacher, ready to press the advantage she'd gained, but it would be short lived.

Ilia narrowed her eyes, deciding to take things up a notch. After all, this girl had earned it.

She sidestepped the charging rabbit faunus, gripping her arm as she passed, and twisting it behind her students back. Then with a push to the brunettes back, sent her to the ground, face first onto the grass with Ilia on top of her. The long eared girl was shocked to find herself in the same arm bar she'd seen Ilia use on the White Fang member at Haven two nights ago, although not nearly as tight. Ilia was just trying to retrain her, not hurt her.

The rabbit faunus tried to grab her spear, which had slipped from her grip in the fall, but it was just out of reach. After squirming futilely for a few more seconds, the brunette sighed in aggravation before slapping the ground with her free hand, finally "tapping out".

Ilia got up off her opponent, who groaned miserably, her face still in the grass. "Ugh... I totally thought I had you." the rabbit girl moaned into the earth.

Ilia chuckled. "Honestly? You almost did there for a second," she admitted. "I never thought you'd pull out a move like that." The spotted girl rubbed her left wrist, still a little nervous about prying into her students past, but she wanted to at least try, and this was a good a time as any. "Have you, um... trained before? Before what we did for Haven, I mean."

The rabbit faunus rolled over so the other girl could understand her better, "Yeah, a little I guess. With my brother." She sat up, cross legged, looking pretty happy despite the grass stains covering her shirt and shorts now. "Nothing like this though, this is... intense, but like, in a good way!"

"Told you I wouldn't go easy on you," Ilia replied with a smirk, and offering her pupil a hand for the second time that day. Again, it was appreciatively accepted, and the caramel haired faunus was pulled to her feet.

This was... nice, at least Ilia thought so. It was hard to believe that this morning she'd been dreading what this day might bring. Now though, things were actually going pretty well, she'd even manged to learn that her student had a brother. It wasn't much, but the chameleon girl couldn't help but celebrate what felt like it a step in the right direction. The pony tailed faunus bit the inside of her lip thoughtfully. Would it be too much for her to ask about him? The newfound optimism growing inside Ilia gave her the confidence to keep trying to learn more about this girl.

"So... your brother, what does he..." the spotted girl was stopped in her query when she noticed something on the long eared faunus' face.

The brunette gave Ilia an odd look as she stared back. "Um... what-" she started, but was cut off when the other faunus suddenly reached up and cupped the left side of her chin with her hand.

The rabbit girls eyes went wide at the sudden surprise contact, a hint of redness in her features, but Ilia paid it no mind. The reptilian faunus gently turned her students head to the side, getting a better look at what had truly gotten her attention.

There was a cut on the long eared faunus' cheek, not deep, certainly not life threatening, but still a few drops of blood were beginning to surface. Ilia studied the wound curiously, still gripping the -now getting quite flustered- brunette's chin. Just like earlier, the fact that such a small wound persisted was strange. Usually even a weak aura would be able to heal a cut like this in a minute or so, but this one didn't seem to be going anywhere. Unless...

Ilia finally released the long eared faunus, but only so she could grab the other girls left wrist and turn her arm over. The still fresh looking wound there as well confirming the chameleon girls suspicions. The brunette seemed to gather where her teacher was going with this as her eyes sunk low in shame.

"Have you activated your aura?" Ilia asked in a serious tone.

The rabbit faunus pulled her arm away from her teacher. "... Oh hey, would you look at that..." the caramel color haired girl replied in an uneasy tone, "I guess I forgot to..."

"What!?" Ilia said a bit sharply, "Why wouldn't you..." The lizard faunus stopped herself as she noticed the guilty expression on her students face. The pony tailed girl took a breath, her surprise starting to slip into irritation a bit too quickly for her taste. "Sorry, I just... I guess I assumed you knew to do that before we started." This girl had proven to capable that Ilia never would have thought to need to cover something so basic. Luckily she'd noticed this before there were any serious injuries. "Okay, well, go ahead and activate it and get healed up so we can keep going."

The rabbit girl gave a look like she was standing in the middle of the road with a truck bearing down on her. "Um... right! On it! Just uh... give me a second."

The long eared faunus closed her eyes and held her hands out in front of her. Ilia gave a perplexed look as her student furrowed her brow and clenched their jaw, like they were trying to force open a stubborn jar or something. This went on for a while before the girl cracked open one of her honey colored eyes and gave her teacher a nervous smile.

The final piece of the puzzle snapped into place then, and the lizard faunus finally realized a truth so impossible and irrational she had never even considered it.

"You haven't unlocked your aura!?" she asked in bewilderment.

The long eared girls arms fell to her sides and her posture slouched as she looked away, an obvious, "No".

Ilia was floored, although maybe she shouldn't have been by this revelation. It wasn't that uncommon for someone to not have an unlocked aura. Hell, less than a year ago the world had been in a "time of peace" as many put it -though the bitter chameleon girl would prefer to dub it a "time of complacency". The kingdoms had been secure, all the CCT towers were active, so many people didn't see any reason to push themselves to get their aura up and protecting them. Also for even more people it just... never happened, their natural armor never manifesting itself at all. Aura was a fickle thing, some people were born with tons, others, not a drop, that was just how things were in this world.

But what really surprised Ilia wasn't that this girl hadn't activated her aura yet, but the fact that someone without an unlocked aura would even want to bother with training in the first place. Any fight between a person with an aura and one without usually only went one way. Not to mention what a Grimm could do to an individual without the benefit of their souls protection. If you didn't have an aura, you didn't fight, another cruel rule of this world. Things like "spirit" and "determination", pushing yourself above and beyond your bodies capabilities in a battle, were all excellent, romanticized ideas on paper in novels and comic books, but in the real world that kind of thinking only got you killed.

And yet, despite all of this, the girl in front of Ilia had still wanted to learn how to fight? The pony tailed faunus supposed it was a bit admirable in a naive kind of way, wanting to get stronger no matter the obstacle against you, and she'd never label the other faunus as weak, not from what she'd witnessed so far. The rabbit girl had already gone through so much, and had proven tough enough to withstand the training she already had for the Battle for Haven without any-

That's when the lizard faunus came to a second, much more horrifying realization;

"Wait, did you go into the Battle for Haven without an aura!?"

Again, the other faunus' silence was all the answer Ilia needed.

It felt like the ground beneath Ilia crumbled away to nothing. The idea that all it would've taken was one stray bullet in the thousands that were fired that night to end the life of the girl in front of her made the pony tailed faunus' knees go weak. Unfortunately, while the chameleon girl's go to reaction may have been concern, it was quickly overtaken by an indignant anger at the foolishness of the girl before her.

"What were you thinking!?" Ilia practically yelled, her tone harsh and loud. "Do you have any idea how dangerous and ignorant that was?! Does you life mean so little to you that you'd-"

The spotted faunus stopped as she noticed the tears starting to gather in the brunettes eyes. She felt the fire in her chest fizzle out instantly at the sight of the trembling girl she'd just shouted at. Ilia looked down at her hands to see her skin was a fiery orange, her spots yellow. The chameleon girl took another breath, the anger she felt being replaced by a guilt steadily growing inside her, which may not have manifested through her faunus trait, but instead sunk like a stone inside her gut.

"Hey..." Ilia started, but honestly didn't know what she could even say right now, or rather, she didn't want to say what was apparent; that she couldn't train this girl anymore.

The risk was just too high, and the last thing she wanted was for someone to get hurt. However, she also knew that saying this would cause the other faunus even more pain. The rabbit girl wasn't even looking at Ilia anymore, and for a moment the reptilian faunus was afraid the other teen was going to run off, never wanting to speak to her again, and after the way Ilia had just yelled at her, she couldn't blame her.

The lizard girl knew she had to say _something_ at least, and she noticed the still fresh cut on the other faunus' cheek. "We should get those cleaned up," she said, desperate for an excuse to keep her company from leaving.

The rabbit girl nodded silently, her gaze still elsewhere. Ilia stepped back towards the edge of the clearing where she'd left her bag, not taking her eyes off the depressed faunus, as if she'd disappear if she did. The reptilian girl reached into the small pack and pulled out her first aid kit, which she was now thankful she'd brought.

As she fished out the supplies she needed from within, the young faunus dared to look back at the rabbit girl just in time to see her wiping her eyes on her glove covered wrist.

_Way to go, you rainbow colored jerk,_ Ilia thought to herself. She shouldn't have lost her temper like that, it never helped anyone when she did. The chameleon girl wanted to be better than that now. This girl had asked Ilia to teach her, not berate her, even if what the rabbit faunus had done was incredibly reckless. The ex-White Fang member gathered a few pieces of cotton, some bandages, and a small bottle of peroxide from the kit before stowing it away and returning to her patients side.

"Can I see your-" Ilia barely even had to say it, before the rabbit girl rigidly extended her arm without a word, her face still a mask of guilt and sadness.

The chameleon girl didn't show any acknowledgement at the uncharacteristic silence, she just gently took the outstretched limb like it was as fragile as a butterflies wing. After applying the peroxide to the cotton, Ilia tenderly dabbed the wet material on the dried blood covered wound on the rabbit faunus' arm.

The long eared girl let out a quiet gasp as the liquid made contact, making Ilia curse herself under her breath. She sorta forgot to mention the sting this stuff could cause if you weren't ready. "Sorry," the pony tailed faunus mumbled quietly as she quickly finished cleaning the wound.

The rabbit eared girl remained hushed as Ilia wrapped the bandage around her arm. The chameleon faunus couldn't bring herself to look at the brunette's face, but now that the first injury was taken care of she didn't have much of a choice as the only one left was on her patients cheek.

Ilia reluctantly raised her gaze and as soon as she did her heart felt like it cracked down the middle. The usually cheerful, over flowing with life, honey colored eyes were puffy and red, the remaining wetness making them shine even brighter than normal. The two only made eye contact for second before the rabbit faunus turned away again.

Ilia's immediate thought was that this was done out of disdain, but then she realized it was probably just so the chameleon girl could get a better view of the wound she needed to clean on the other faunus' cheek, or maybe it was a mixture of both? Regardless, the spotted girls guilt was unbearable. The socially inept chameleon faunus didn't know what to say, but figured an apology wouldn't be a bad place to start. After all, she seemed to be handing out a lot of them these days.

"And I'm sorry I yelled, too," Ilia said as she delicately wiped away at the still fresh cut with the soaked cotton.

The rabbit faunus flinched a little at the sting of the antiseptic, but then softly mumbled, "It's okay..." A sad smile snuck onto the edge of her lips. "I'm sorry for getting all emotional like that." The smile grew wider and more sincere. "You're uh.. actually pretty scary when you're mad, y'know?"

This was probably an attempt at humor, and Ilia knew that, but still felt the weight in her chest grow heavier. She didn't want to be the kind of person who used fear and intimidation as a weapon anymore. It wasn't even that the spotted faunus was mad really, Ilia had just been worried about this girl, and she'd shown it in the worst possible way.

Still, despite the accidental jab at her psyche, Ilia did her best to smile back at the other faunus before returning to the task at hand. At least the tension in the air seemed to have dissipated a little. The chameleon girl grabbed the smaller adhesive bandage she'd taken to cover the wound on the girls cheek. As she struggled with the packaging holding it, the rabbit faunus kept talking. "Besides, you'd think I'd be used to hearing things like that by now..."

Ilia turned her attention back to the other faunus and saw the melancholy look on her face had returned. "... I'm not stupid, you know?" The lizard girl cocked her head to the side, "I know that... it was a bad idea to come to Mistral, to fight the White Fang, I mean." Her look saddened. "And I know that without an aura there's really no point in learning to fight, but... this was my only chance."

The lizard girl had abandoned the package holding the bandage as she continued to give the other faunus a look, urging her to continue. "All my life, I've wanted to fight for something bigger than myself, just to... I don't know, feel like I made a difference? Gods, that sounds so lame when I say it out loud." Ilia remained silent as she contemplated the brunettes words. "And it's not like my life means nothing to me. I don't WANT to die, but sitting behind a produce stall on Menagerie and doing nothing just never felt right to me, not when I know I could do more. And if I hadn't come here, and things with the White Fang had gone worse? If people had died? I think... that would have hurt worse than anything that could've happened to me... So I had to try, aura or no aura, I just... believed it was a cause worth fighting for, even if no one thinks I can."

Her rant over, the rabbit faunus bashfully brushed her caramel colored hair behind her ear. "So... I probably sound crazy, don't I? But-"

"There's nothing crazy about fighting for what you believe in," Ilia interjected, finally tearing open the pesky bandages packaging. "...Even if people say you don't belong..." Now it was the long eared girls turn to give a look urging the other faunus to elaborate. "I guess I kinda know what it's like; wanting to help a cause, but the people you're fighting for say you have no business standing with them. Though, in my case, I can't really blame them since... well, just look at me," the chameleon girl just kind of shrugged, gesturing to... pretty much all of herself. Not quite human looking, not quite faunus, always stuck in between.

"I... I'm sorry," the rabbit faunus said sadly, "I had no idea you felt that way."

A look of sudden shock came over Ilia, as if she'd just realized what she'd disclosed. "It's fine," she blurted out, "I... don't even know why I brought that up..."

She really didn't. It wasn't like her to talk so openly about her own insecurities, but hearing the brunette faunus spill her guts like that had seemed to have loosened the spotted girls lips.

"A-anyway," Ilia said, trying to quickly change the subject, "the point is, it's no one's place to tell you where you belong, not even mine." Ilia unpeeled the bandage, "I'm not going to say what you did wasn't reckless, but if you knew and acknowledged the risks going in then... I guess I shouldn't chastise you for it. Just try to think things through next time."

The rabbit girl smiled fondly and nodded. "I will, I promise."

The pony tailed faunus gently pressed the small adhesive strip on her patients cheek. "A-and... I'm glad you're okay..." she mumbled as she ran her finger over the bandage one last time to ensure it stayed put.

The rabbit girl looked like she was caught off guard for a moment by Ilia's words, but then smiled brightly, a small giggle sneaking out. Due to how close the two were standing at that moment, the reptilian faunus could easily tell the brunette was blushing and Ilia's heartbeat skyrocketed.

"Thanks, Ilia," the beaming girl said.

"No problem... um..."

It was at that moment that a freezing cold panic set into Ilia's entire being as a mortifying thought finally dawned on her.

_Oh my god, I never learned this girls name!_

The pony tailed faunus', "Um," hung in the air for what felt like forever as her mind tried and failed multiple times to think of a way out of this incredibly awkward scenario. Ilia had met this girl several times now! She'd spent all morning training with her! How had asking her name never crossed the chameleon girls mind!?

While Ilia faced an internal breakdown, the confused rabbit faunus just stared at the mentally malfunctioning girl in front of her. Then her honey colored eyes lit up in epiphany. "Oh right!" she said in surprise, "I never introduced myself, did I? Sorry about that."

The spotted girls poor brain was in the middle of a metaphorical reboot when the other faunus' hands wrapped around her own. "I'm Carmella," the long eared faunus continued, shaking the chameleon girls hand, her warm yellow eyes gazing deeply into Ilia's blue ones. "Carmella Lindt, but my friends just call me Carm."

All that talk about "not making all this about romance" seemed to dribble out Ilia's ears and onto the ground. Her heart was beating so fast at this point she barely even made out the rabbit faun- _Carmella's_ words. The hold this girl had on her was overwhelming, holding off the emotions swirling inside of her felt like a losing battle, but Ilia knew it was one she had to fight anyway, at least for the moment. Unfortunately, in the end her overwhelmed mind was only able to put together about a quarter of what could be considered an actual thought.

"I'm Ilia," was the best Ilia could do in that moment.

Carm giggled again. "Yeah, I know that."

"I'm... I'm Ilia"

"What?"

"Uhh... nothing..." the reptilian faunus replied, embarrassed, as her senses seemed to finally return to her.

The two shared a nervous laugh, but then Carmella's expression turned sad. "I'm sorry I lied to you about my 'aura problem,'" the brunette said, "I totally understand if you want to stop training me-"

"I never said I wanted to stop," Ilia responded, perhaps a bit too quickly. She cleared her throat before continuing, "I mean, I wish you had just told me you didn't have an aura yet. You know, before I beat the crap out of you."

Carmella crossed her arms and gave her teacher a playful pout.

This made Ilia smirk. "But, like I told you, it's important that you understand and accept the risks of this kind of training, and if you do, then I see no reason for us to stop. We'll just have to take a few... precautions going forward."

The rabbit faunus seemed a little put off by that. "You're.. not gonna start taking it easy on me, are you?" she asked.

The pony tailed girl scoffed and rolled her eyes. "You wish," she said earnestly, putting a hand on her hip. "If anything I think I'm gonna need to get a much bigger first aid kit for starters."

Both girls laughed at that, although Carmella's laugh seemed to show slight traces of worry at her teachers intentions. "And who knows," Ilia continued, "maybe your aura will kick in on it's own if we keep this up."

The long eared girl looked doubtful. "I hope so, but I've been trying to get it to activate for years now." She looked down at her hands with a hint of frustration. "No matter how hard I push myself I just can't get the stupid thing to work. I just wish there was an easier way."

Ilia opened her mouth to say something, but then immediately closed it. Truthfully, there... might actually be a way to awaken a stubborn aura, but...

No, it was too risky to even mention that. Also it wasn't exactly the kind of thing you did with someone you've just met. Don't get her wrong, Ilia didn't necessarily distrust this girl anymore, at least not as much as before, there was just that ever present feeling of anxiousness the chameleon girl couldn't get over when it came to new people. Like she'd said, trust was hard for her, no matter how much she might want to try.

But that didn't matter, there were other way's of coaxing an aura to life, ways that Ilia had picked up over the years. "Well, I mean, there are... other things we could try to unlock it," Ilia said, making Carmella's long ears perk up. "You know, it's not always about physical exertion. It could be a mental block or something. If you want, we can try a little meditation or something, that might do the trick."

A small glimmer of hope returned to the rabbit girls eyes. "Okay... yeah! Let's do that!" Carmella bounced happily at the idea of finally accomplishing what had seemed forever out of her reach.

"Alright then, now that we've settled that," the lizard faunus said, "why don't we get back to work, um... C-Carm..."

As soon as the abbreviated name left Ilia's lips she felt... weird. It had just kind of slipped out, she hadn't been thinking. Carmella herself had said herself that "Carm" was what her friends called her and the constantly over thinking faunus couldn't help but feel like she was being presumptuous. They weren't really "friends," they barely even knew each other, but at the same time even someone as guarded with her feelings as Ilia couldn't deny the connection she felt towards this other faunus. She told herself it didn't matter what kind of relationship this was -which it didn't!- but a part of her still kinda, sorta, maybe wanted to see if there was a chance they could try the whole friendship thing, but still she worried about overstepping.

Thankfully, Ilia didn't have to torture herself long waiting for an answer, as Carmella, without missing a beat, gave the other faunus another brilliant smile. "Yeah! Let's do it!" the rabbit girl replied excitedly, not even batting an eye at the spotted teens use of her nickname.

Again, Ilia felt a warmth wash over her, but this time it didn't feel as tainted by nervousness or awkwardness, and for once she actually felt okay with herself enjoying the feeling for once. She could definitely see herself getting used to that.

"Okay then," the chameleon faunus said, as the two of them got ready to go again, "come at me."

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**_A/N- There you go, our characters are now on a first name basis and it only took me just under 70,000 words._**

**_Why are people following this story again?_**

**_Just kidding please don't go I base all of my self worth on what strangers online think of me._**

**_In all seriousness, this is where the story really get rollings. So please follow and review! I have at least one more chapter in this batch and hoo boy, is it a doozey._**


	8. Chapter 8

_**A/N- New chapter! And it doesn't feel like it's been forever this time! Hope you enjoyed that because I'm probably gonna focus on my RWBY OC story -The Ballad of Oreonna, please check it out too- for a hot minute. That story is actually about to reach a stopping point, which is a first for me! Now without a single further ado, enjoy some angst!**_

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The ache of Carmella's muscles burned through her body, she couldn't remember ever feeling this exhausted before. Ilia and herself had spent the entirety of the morning, and partway into the afternoon, training. The young rabbit faunus' body felt like it was on the verge of collapsing, it's dull throbbing giving the promise of even more pain when she woke up tomorrow morning.

Despite this, as she laid sprawled out on the grass, breathing heavy, staring up past the ring of trees surrounding her and into the clear blue sky, a huge grin was plastered on Carmella's face. The brunette was no masochist, but she'd be lying is she said a part of her didn't love this. This was the kind of training she'd always wanted! There was a strange sort of satisfaction in the pain she felt, the feeling of a job well done, of putting in the work to improve yourself, knowing it'd all be worth it in the long run. Though, at the same time the young faunus just wished she could say that ALL of her training had been so productive.

Not all of their morning had been spent with physical exercise, the two of them had taken a few breaks as they went, and that time was mostly spent so Carmella could try meditating to unlock her aura. As one could guess, the only exercise that proved to be was one in futility.

It was so weird, the rabbit faunus did everything her teacher told her. "Relax your body, focus the mind, search deep inside yourself" -whatever that meant- but still, nothing.

Well, not "nothing" per say , if Carmella really, really focused, she could almost feel... something, it was hard to put into words. Not that it mattered, she felt the "something", but had trouble "reaching out" to it. It was like whatever it was had sealed itself behind a wall inside the rabbit eared girls head, and at this point the frustrated Carmella was about ready to take a sledgehammer to it. Alas, after a day full of failures, all the young faunus was left with was a still impotent aura, and a headache.

But the chipper rabbit girl wasn't about to let that get her down! Her aura would come out of it's shell soon, she could feel it. The long eared faunus had faith in herself, and faith in her teacher as well. On cue, a shadow appeared over Carmella, blocking the sun bearing down on her.

"You look exhausted," Ilia said, bending over to check on her pupil, her long, curly pony tail still refusing to bend to the law's of gravity as she did.

"You kidding?" Carmella said, still looking upbeat in the face of what she'd been through that day, "I'm ready to go another round whenever you are, Teach."

The spotted faunus gave the other girl a skeptical smirk. "As much fun as that sounds," she replied, "I'm pretty sure you'd like to be able to walk tomorrow morning."

That wasn't exactly an exaggeration, Carmella sat up and looked down at her hands and arms, let's just say Ilia had gotten good use out of the first aid kit today. In addition to the bandages on her cheek and arm from earlier, several more had been applied throughout the morning. One on both knees, a few of her fingers, and even a larger one wrapping around her right forearm. Again though, Carmella didn't mind, she considered every cut and bruise a badge of honor, this was what she'd wanted after all. Fighting without an aura was tough, but for the first time the rabbit girl felt like she was on her way to fulfilling her dreams.

Ilia helped the other faunus to her feet for what felt like the millionth time that day. The brunette stumbled a bit once on her feet, until Ilia placed a stabilizing hand on her shoulder, only letting go once the other faunus regained her footing. Carmella smiled at her, half in appreciation, and half embarrassment, and as had become custom, Ilia laughed lightly and looked away, which in turn the long eared girl found incredibly cute.

Carmella thought the pony tailed faunus was impressive at Haven, but seeing her in action, up close and personal, was astounding to witness. The rabbit girl had never met someone so strong, cool headed and capable in her life. She was the kind of person Carm had always dreamed of meeting, so it probably came as no surprise that she'd developed a bit of a crush.

Who could blame her?! Ilia was the whole package! Not only a total badass on the battlefield, but also humble enough to go out of her way to help out some poor, delusional rabbit girl with dreams too big for her britches. She'd even accepted Carm's whole "aura problem", and agreed to keep training her, though the long eared faunus still felt bad about hiding it for so long. She'd done so much for Carmella in only a few days, and throughout all of it, Ilia never once asked for anything in return.

Oh, and did Carm also mention Ilia was super cute? Because that was also a thing.

Her mind was made up, Carmella didn't have a choice anymore, she had to ask this girl out.

The idea seemed simple enough, but as far as putting into motion?... The usually outgoing rabbit girl found herself oddly nervous about it. That wasn't like Carm as all, in all her past relationships, she'd always been the first to engage with whoever she had her eye on, but this time felt... different. She didn't want to rush into this, Ilia and herself had been having a pretty great time together -in the brunette's opinion anyway- and Carmella had even managed to go all morning without saying anything (too) dumb! She didn't want to risk ruining all that.

This wasn't like the other crushes in Carmella's life, it was... special, and that meant she had to do things right. Fortunately the rabbit girl had all the time in the world to-

"Well, we should probably call it a day," Ilia suddenly said. Carmella's long ears shot up in alarm as the spotted girl turned to walk away. She couldn't just leave! Carm was just about to probably, maybe, build up the courage to try and ask the other faunus out!... Probably...

Without thinking, and using speed she didn't believe her tired body still possessed, Carmella darted around the chameleon faunus, cutting off her path, and making the pony tailed teen freeze mid step. The rabbit girl revved her brain to full power as she quickly tried to come up with a reason for Ilia and herself to spend more time together. Suddenly, the light bulb went off as the brunette came up with a fool proof plan.

"Food!" the rabbit girl found herself shouting.

The wide eyed chameleon faunus just stared at the brunette, waiting for her to finish the thought, but no more words came. "Umm... what about it?" Ilia asked, bewildered by Carm's sudden actions.

"We should... eat food!" the rabbit girl "elaborated", in the broadest possible definition of the word.

"Yeah... that is typically what you do with food," the chameleon girl replied, looking at her pupil with concern. "Are you okay? Did you hit your head? I didn't throw you too hard, did I?"

Carmella couldn't possibly have imagined this going so poorly. Why was something as simple as what she was trying to say so hard to articulate around Ilia? _Dammit, brain!_ the rabbit girl scolded internally,_ Do words good!_

The long eared faunus stopped to take a breath, clearing her throat, and then tried speaking again, slowly this time, "Do you want to go get something to eat?" There, it was out, something nice and casual, not necessarily a date, but it would serve as an adequate excuse to spend more time with the girl she'd found herself so charmed with.

However, Ilia seemed to look oddly hesitant to the idea. Had Carmella misread things? She'd never claim to be an expert on the subject, but the rabbit girl was at least a little sure that there was something between them. If not, then what was all the nervous laughing and awkward eye contact for? Was this all a misunderstanding? Just a one sided infatuation? Carm felt herself start to spiral into despair as the thought that she didn't even know if Ilia even liked girls stormed through her mind.

Luckily before the brunette's emotions could completely overtake her, Ilia finally responded. "Where... did you have in mind?"

Just like that, Carm's mood skyrocketed from the lowest of lows to the stratosphere in about half a second. She did her best to play it cool though. "Oh... well then," the rabbit faunus said, trying to keep herself from smiling too wide. "Follow me."

So the internally bouncing off the walls rabbit faunus lead her pony tailed teacher out of the park and back into the city proper, at a bit of a slower pace than usual considering how sore Carmella's legs were. Who cared about them though, Operation: "Spend more time with, and get to know the mysterious yet alluring Ilia," was a go!

The long eared girl kept stealing glances over at the spotted faunus next to her as they walked down the streets of Anima's largest city, the roads much more packed than they'd been earlier this morning. Ilia looked... oddly on edge, her head on a swivel, her pale blue eyes darting around the street as she walked slowly behind the rabbit girl, it was like she was ready for someone to dart out of the crowd and attack her at any second, her guard thoroughly up. Maybe she didn't like crowds? Carmella hadn't considered that, but then remembered that aside from when Ilia had trained the militia back on Menagerie, the rabbit girl hadn't really ever seen the chameleon faunus hanging out with anyone before. Maybe she was a bit antisocial? Carm had no idea.

In fact, there were a lot of things Carmella didn't know about Ilia... and it was time to start changing that. "So, where'd you grow up?" the rabbit girl asked out of the blue.

She thought it was a rather innocent question, but judging by the reaction on the other faunus face you'd think she just asked Ilia to skin an animal and eat it raw.

"...Menagerie..." the chameleon girl mumbled out, looking away and offering no further details than that.

Okay, so that wasn't the most promising start, but Carm decided to try and work with it anyway. "Oh hey, me too," she went on, trying to encourage a conversation. "It's weird we've never run into each other before all this."

The long eared girl didn't think it was possible, but somehow Ilia had managed to look even more uncomfortable. "I... sorta moved around a lot once I hit my teens," again, the pony tailed faunus' answer was brief, with a heavy subtext that read; _I don't want to talk about it._

Carmella stayed quiet for a minute after that, feeling like she'd wandered into a mine field and gotten herself blown up twice in just two steps. She wondered if by "moved around a lot" Ilia was referring to her time with the White Fang. The rabbit girl thought back to the rumors she'd heard on the boat ride to Mistral, and ashamedly found herself wondering just how much truth there was to them. Had Ilia really been that young when she'd joined up with the radical faunus group?

The brunette was about to ask, then realized there were two reasons that was a bad idea. One, the most obvious; Ilia REALLY didn't seem to want to talk about that. The second being; That the chameleon girl most likely didn't know that Carm knew about her past with the Fang, and probably wanted to keep it that way. Then again, there was a good chance it was a combination of the both reasons.

This was turning out to be harder than Carmella had ever anticipated. Ilia had been so open and friendly during training this morning, but now that the conversation had been steered towards herself, the other girl seemed like a completely different person. The chipper faunus wasn't about to give up though. She knew there just had to be a topic she could get Ilia to open up about.

"Sooooo, what about your parents? Do they also live on Menag-"

"Carm!" Ilia suddenly blurted out, a bit of harshness in her voice, her eyes closed and brow furrowed, looking thoroughly annoyed all of a sudden. The long eared faunus stopped walking, caught completely off guard by the other girls tone. The pony tailed girl slowly opened her eyes, looking guilty. "Are we... almost there, I'm... pretty hungry."

Carmella just kind of stared at the other faunus for a moment. If she'd been walking in a mine field up to this point, it felt like she'd just detonated every explosive at once, and was forced to retreat from her advance. "Yeah... it's just around the corner," she said, trying to sound upbeat despite the bitter feeling of rejection she felt deep inside.

The rest of the walk continued in silence. Carmella kept her gaze forward the entire time. She didn't know what to do now, it'd never been this hard for the socially eager faunus to start a conversation before. The rabbit girl had only wanted to know more about Ilia, but apparently she'd pried too hard.

_This is fine, you haven't completely ruined your chances or anything, nope, not at all, no reason to panic,_ the very much panicking Carmella told herself. They'd get to the restaurant, sit down, have a nice meal. and then Carm could apologize for being so nosy and the two of them could take it from there.

With that optimistic thought in her heart, the rabbit faunus lead Ilia around the final corner, revealing the restaurant she'd chosen, the Aster Grill. Carmella had passed the place yesterday while exploring Mistral. She didn't know what they served here, all the brunette knew was that it smelt **_amazing. _**The long eared girl was happy to see the place wasn't too crowded, it was probably still a little too early for the lunch rush.

Carmella turned to her company and managed an enthusiastic smile. "Here we are," she said cheerfully, as if the entire walk here hadn't been insanely awkward.

Ilia seemed to study the restaurant, and again the rabbit faunus noticed the hesitation in her eyes, but for the life of her couldn't understand it's source. However said hesitation flickered away when the spotted girl looked back at Carm. Ilia gave a weak smile to the rabbit girl. "Alright," she said with a forced enthusiasm that the long eared girl didn't fail to notice. But, maybe that just meant Ilia was trying? Which meant she must still want to have lunch with her? Which, in turn, must mean she didn't hate Carmella yet!

_I'll take it!_ the rabbit girl thought, as she held the swinging door open for the chameleon faunus and the two went inside.

The inside of the Aster Grill was very warmly decorated, golden brown wood made up the tables, chairs, and the bar where a few customers were already enjoying their meals. There were a few exotic looking plants and flowers decorating a small lounge in the corner where even more patrons were enjoying coffee while reading their newspapers. A small bell chimed as the door closed behind the two faunus teenagers and almost immediately a cheerful voice yelled from the kitchen, "Have a seat at the bar, I'll be right with you!"

Carmella took a look around the new surroundings. It was odd, but this places atmosphere actually kind of reminded her of Menagerie a little, maybe it was because of the decor? Or, more likely, it was because of all the faunus. In fact, almost all of the customers were faunus, a couple of them at the bar, a few groups at the tables, and there was a big guy in the corner too, but honestly Carm had a hard time telling whether he was one or not. Also he seemed to glare in the direction of the rabbit girl as she entered with Ilia, making the long eared faunus decided to look elsewhere. While Carmella gawked, Ilia took a seat at the end of the bar, far away from any of the others, which the rabbit faunus found weird, but not really surprising at this point.

"Carmella? Is that you?"

A familiar voice called out to the brunette. The rabbit girl turned her head at the sound of her name to see someone she knew. "Oh! Hey Mrs. Catta," she said in a friendly voice.

The Catta family and the Lindt's both worked in the marketplace back on Menagerie peddling their goods. While Carmella's family specialized in produce, the Catta's made their living running a successful dairy farm not far down the road from the family of rabbit faunus. The two houses got along well enough, as well as most of the faunus on the island, though Carm didn't really know the short, black haired, lemur woman that well, but decided to keep things polite anyway. Although she found herself strangely hesitant to talk to her for some reason.

"I didn't know you came to Mistral with the militia too," the rabbit girl said.

Mrs. Catta smiled, her long, striped, lemur tail sticking out from behind her chair waving a bit. "Oh, I didn't come here for all that dreadful business," the short, stout woman said, waving off the idea. "I wouldn't be caught dead associating with that bunch of ruffians with too much time on their hands." Carmella squinted at the woman who had just casually dismissed the struggle of her own people. "Little Indri insisted that we come to show our support and I wasn't about to let my boy run off on his own." The lemur faunus leaned in close, cupping a hand to the side of her mouth like she was sharing a deep secret. "Also I figured it couldn't hurt to make a few connections in the restaurant business here on the mainland, am I right dear?" The rotund woman laughed loudly, making all the other patrons stare at her and Carmella.

The rabbit girl chuckled awkwardly as she remembered that "little" Indri was actually about six years older than herself, and a bit of a mamma's boy, so of course he'd bring his mother with him here.

"Are you here for lunch as well? Why not join us? Little Indri will be here any minute and I'm sure he'd love to share a meal with a cute little thing like you." Mrs. Catta said with a wink.

That was when Carmella remembered why she'd felt so anxious about speaking with this woman; because she wouldn't stop trying to set her up with Indri and... no... just, no.

"Um... actually..." the rabbit girl frantically tried to find a way out of this conversation.

"Oh, I'm sorry, are you and that Mata boy still a thing?"

Carmella was really starting to regret her politeness at this point. "No... no, we're just friends, like we have been for ye-"

"Well in that case," the woman interrupted, "why don't you pull up a chair and we'll get an order in and then-"

Mrs. Catta stopped, and the incredibly uncomfortable rabbit faunus was willing to fall to her knees and worship whatever had caused her to abandon her tirade. However, once the lemur woman's face turned sour, Carmella turned to see she was glaring at the bar, namely, where Ilia was sitting.

"What is **she** doing here?..." the long tailed woman asked in a low voice, probably so the girl in question wouldn't hear. "I thought they arrested all of those psychopaths."

Carmella looked back at the older faunus in disbelief. She was about to tell her off, but relented, not willing to make a scene over one ignorant woman. "Yeah, well, see you around," the rabbit girl mumbled quickly before spinning on her heel and walking in the other direction, ignoring the indignant protests of the other faunus behind her.

Belittle the cause Carmella had chosen to fight for all you wanted, try to set her up with your weirdo of a son if you had to, but the rabbit faunus wasn't about to stand there and listen to you bad mouth someone behind their back.

The long eared girl made her way over to the bar and took up the empty seat next to Ilia. "Hey," she said to the pony tailed faunus, "sorry about the wait, that lady... just needed to ask me something."

Ilia didn't respond, she just continued to stare vacantly at the menu board hanging above the bar. "So, have you decided what you want?" Carmella asked.

"Huh?" the chameleon girl replied, snapping back to reality, "Oh... uh... no, not yet."

Carmella would give anything to know what the other faunus was thinking at that moment. She still looked so on edge and rigid, like she thought someone would plunge a knife into her back if she dared to relax for even a second.

"Hey," the long eared girl said gently, "we can go somewhere else if you want... or if you're not feeling up for this we can just cancel." Carmella really didn't want that to happen, but it was becoming more and more clear that something about this situation was making Ilia very uncomfortable.

"No, no, it's fine, I'm fine," the other faunus responded. "I'm just..." the spotted girl sighed, "bad at this kind of stuff."

"What stuff?"

The chameleon teen gave a bitter smile, "Normal stuff, I guess." She crosses her arms and rested her elbows on the bar in front of her, looking downward. "Stuff like sitting down to a meal with someone in public, or even just... hanging out. I haven't really done that kind of thing in a while."

That... was quite possibly the saddest thing Carmella had ever heard in her entire life. She'd always been the social butterfly in the room, the first to talk to new people, the first to try and make friends, and yeah she'd met a few people that were a little shy - Mata, for example- but often that just meant they needed a little push to help break them out of their shells. The idea that the kinds of activities she did on a normal basis could be seen as some insurmountable task to someone else was just... surreal to Carm, but it did help her come to a happy realization.

"Maybe you're just out of practice? I could help you out with that!" she replied excitedly. After all, who knew more about normal stuff than her? She was normal... ish. Plus she'd been looking for any possible way to pay the chameleon girl back for all she'd done, and while this didn't seem to even come close to what Carmella owed Ilia, it was a fine place to start! "That way I could make up for you teaching me how to fight!" the rabbit girl continued, "And I promise we'll need way fewer bandages."

A near silent laugh escaped the lizard girls lips as she considered the offer, until she finally lifted her head. "I don't know, that sounds like a raw deal for you. Trying to get me to socialize sounds way harder than combat training."

"That's okay, I've been told I can be annoyingly persistent," the long eared girl shot back with a smile.

The spotted girl smirked at Carm, the first sign of genuine happiness she'd seen on the other faunus' face since the two wrapped up training for the day. "I mean... I guess we could give it a try," Ilia relented.

"Alright!" the brunette said, before her expression became very serious and she slapped the wooden surface in front of her with her palm. "I hereby announce the beginning of your training, Ilia!"

The other faunus rolled her eyes. "You're ridiculous," the pony tailed girl said in an amused tone.

"Don't talk back to your Sensei," Carm replied, sticking her tongue out at Ilia, before turning her attention to the important matter at hand. "Okay, step one: Ordering our meal! I'm kinda feeling like scrambled eggs and bacon. Oh! And fruit! Lots of fruit!"

"Isn't it a little late for breakfast?" Ilia said, raising an eyebrow at her new "Sensei."

"Nope! Breakfast food is good anytime of the day, people who say otherwise are the weird ones."

The chameleon faunus chuckled lightly at Carm's... unique logic, and the two of them placed their orders with the waitress who gave them both a strange look for ordering breakfast at a quarter past twelve in the afternoon. The rabbit faunus didn't care though, Ilia seemed to be in better spirits now, and things were finally starting to look up for the young faunus' relationship.

Which of course meant it was time for the universe to throw a wrench into things.

Carmella's long ears twitched at the familiar tone of voice from the tables behind them.

"I can't believe they let that criminal in here."

The rabbit girl turned around in her seat to see Mrs. Catta talking to the table full of faunus next to her.

"I heard she led that attack on the chieftains home too. Nearly killed a few of the guards that tried to stop her."

"No way, that's her? That's Ilia Amitola?" A new voice chimed in as another faunus began discussing just who was sitting at the bar right now.

"I heard the rumors, but I didn't think the Belladonna's actually let her come here with us."

"Why wasn't she locked up with the rest of the White Fang?"

"Why is she here now? Is she planning anything?"

"Maybe we should get out of here..."

Carmella never thought herself to be the quick to anger type, but as her enhanced hearing picked up more and more faunus joining in on bad mouthing Ilia she felt her hands tighten into fists. Ilia had risked her life for these people at Haven and still they spread gossip behind her back, gossip Carmella herself had once been stupid enough to listen to.

The rabbit faunus took a deep breath, trying to keep calm. She hated to hear those kinds of things, but also knew that making a scene might just make things worse for Ilia. At the very least, Carm could be grateful that the chameleon girl didn't possess the same faunus trait she did, so Ilia didn't have to hear any of the crap being said about her.

Or so she thought.

The rabbit eared girl looked over to the girl sitting next to her to see Ilia with her head down and hands in her lap, a grim expression on her face, but most striking was the orange color that was slowly traveling up her arms from her hands.

Carmella's stomach dropped as she realized Ilia could hear every word that was being said about her.

The brunette had no way of knowing this, but the chameleon faunus had spent years of her life training not only her body, but her senses as well. While her hearing might not be as excellent as a faunus with two sets of ears, it was definitely good enough to make out someone talking about her, using her own name, just across the room.

"Who's that girl sitting with her?"

Carmella didn't even look at who was talking about her, the rabbit girls eyes were glued to Ilia.

"Did you notice how beat up she looks?"

The young faunus watched as the orange on her friends skin began to travel further and further up her arm as the pony tailed girl clenched her eyes shut, as if trying to fight off the change.

"Poor thing, I bet that Ilia girl was abusing her and she-"

Carmella stood up so fast the stool beneath her was knocked to the side. Before it could even hit the floor the rabbit girl was halfway to the table of gossiping faunus. Mrs. Catta opened her mouth to say something as she noticed the enraged looking teen's approach, but was silenced when Carm slammed both hands down on her table.

"Shut. The hell. UP!" the rabbit girl growled out through grit teeth. "Don't talk about people like that when you don't even know them!"

Most of the other faunus at the table were too taken aback by the ferocity of the brunettes outburst to do anything except stare wide eyed at Carmella's seething face. Mrs. Catta however, was never one who found herself at a loss for words.

"Excuse you! But where do you-"

"Ilia risked her life at the Battle for Haven!" Carm's tirade washed over the lemur woman's rebuttal, leaving her no room to interject. "She saved every faunus and human there that night when she disabled those bombs on the CCT, and then even fought back with the militia against the White Fang, you know, the _**actual criminals!**_"

Mrs. Catta seemed cowed by that fact, as the other faunus at the nearby tables all gave her looks of surprise. It seemed like Carmella had just stumbled into the source of all those unseemly rumors about Ilia. Good, because she was just getting started tearing this woman a new one.

However, just as the rabbit eared girl was about continue her rant, she felt a hand lightly take her wrist,

Looking down, Carmella recognizes the spots on it instantly.

"Carm," Ilia said in a calm, but also pleading voice.

The rabbit faunus hadn't even noticed the lizard girls approach, nor had she noticed every eye in the restaurant on her at that moment. Even the chefs in the kitchen had poked their heads out into the dining room to see what all the noise was about.

"We should go," the chameleon faunus said quietly, giving the other girls arm a slight pull to emphasize her point.

Carmella felt embarrassed, but was also a bit surprised to see Ilia was stopping the rabbit girl from trying to defend her. She shot the table of faunus one last sharp look, all of them suddenly going silent. It was funny that they couldn't think of any good gossip when the person they were talking about was right in front of them.

With that, Carmella allowed Ilia to guide her out if the restaurant by the hand, the spotted girl staying silent even as the duo got outside. Under normal circumstances the brunette would've been thrilled by the feeling of the other teens hand in hers, but the pony tailed faunus was dragging Carmella like a disappointed parent. Carm could tell she was upset, and honestly didn't blame her after how the rabbit girl had snapped like that, she was pretty upset with herself too.

Publicly calling someone out like that wasn't Carmella's style at all, but hearing someone talk about Ilia in that way had just... awakened something petty inside her. Deep down though, she didn't regret it, no one deserved to have their name dragged through dirt like that. Surely Ilia had to think the same... right?

"You shouldn't have done that," the spotted faunus said as she still led Carm down the twisting side streets of Mistral.

Carmella couldn't believe it. Was she really about to be lectured by the girl she'd just stood up for? "I'm sorry? Am I supposed to just sit there and let them talk about you that way?" she said, her tone maybe a bit more agitated than the brunette had intended.

"Yes," Ilia stated matter-of-factually, looking back over her shoulder for only a second to give a discouraging look at Carm before turning away again and continuing to lead. "Making a scene like that will only make things worse."

Carmella was flabbergasted by the other faunus' words. "Worse? Worse than people spreading rumors behind your back? How!?"

Then Ilia muttered something under her breath so quietly even someone with as good of hearing as Carm could only barely make out.

"Not worse for me, worse for you."

The pony tailed faunus finally stopped dragging Carmella down the side streets of Mistral, as the two of them found a quiet secluded section, away from any prying eyes. The rabbit girl stared at the other teen in confusion. What did Ilia mean by that?

The spotted faunus wrapped her arms tightly around herself, head low, still refusing to turn to face Carm. "You shouldn't... stick up for me like that, Carmella," she said in a despondent tone. "You don't... you don't know me, or what I've done."

The rabbit eared girl had never seen Ilia like this before. She looked so... defeated. "Do you mean... the stuff with the White Fang?" Carmella asked hesitantly, knowing that was an unbelievably touchy subject.

Ilia turned her head just enough so the brunette could see the sad look in her eyes. Then the tan skin on her exposed arms and legs slowly started to shift green, stopping right around where the chameleon faunus' limbs met her torso. "So you did know...?"

Carmella's chest tightened. "Yeah, I mean, I heard the rumors on the boat ride over and... yeah," the rabbit girl explained. She really didn't know what to say right now, all Carm wanted to do was put her friends mind at ease. "But... I don't really care about all that, if that's what you're worried about..."

The rabbit eared girl watched as the chameleon faunus turned away again, and Carmella knew what she'd just said wasn't what Ilia had wanted to hear.

The spotted teens colors returned to normal, and she relaxed her arms and let them hang loosely at her sides.

"It's doesn't matter what you think..."

Ilia's words cut deep, and Carmella felt the bottom drop out from her stomach.

"If people see us together it'll just make things harder for you."

The spotted girl went on and all Carmella could do was stand there, her mouth slightly agape, a dull pain in her chest.

"I was stupid to think that I could ever..." Ilia trailed off, before finally turning to face the rabbit girl.

"It's probably better if we don't see each other anymore."

The look on the chameleon faunus' face broke Carmella's heart. Ilia didn't look mad, or sad, or anything really. She was emotionless, her tone dry, and practical, like what she'd said was just a cold, hard, unchanging fact of the universe. It was the look of someone who was giving up, accepting the role society had chosen for them.

Carm was still too shaken to speak. She never would have thought that this side of Ilia existed. Every moment the two of them had shared so far the chameleon faunus had always exuded strength, composure, and not to mention, skill. Sure maybe there was a hint of awkwardness too, but honestly that had made her seem more easily approachable to Carmella. Now the rabbit faunus was able to see past those surface traits, which while still a part of Ilia, weren't even the tip of the iceberg.

This right here was the true Ilia; a normal girl, not some infallible weapon of justice, someone with fears and doubts, just as vulnerable as Carmella herself in a lot of ways. The brunette felt like she'd just taken a big first step in her goal of understanding the faunus before her.

Then, as Ilia turned to walk away, a new, more terrifying feeling took hold of Carm; The feeling that if she let Ilia go now, she'd never see her again.

The rabbit faunus definitely didn't want that, but what could she say to stop her?

As the lizard girl went to take that first step out of Carmella's life forever, the brunette reached out and snatched Ilia's hand. "Wait!" she shouted in desperation.

This stopped the pony tailed girl, but only for a second, before she yanked her arm free and kept walking.

Carm wasn't about to give up though, she lunged forward and grabbed Ilia's entire arm, wrapping her body around it. "Ilia! Please just listen to me!" the rabbit girl pleaded.

The spotted faunus stopped her retreat, but didn't look back at the girl clinging to her, head still low.

"If... if you're going to let what other people say about you effect you, then... then you have to listen to what I think too!" Carmella was almost yelling at this point, as she glared at the back of Ilia's head with wet, glossy eyed. "You said... you said I don't know you, but you're wrong!"

The chameleon girl sighed. "Carmella, you don't-"

"I know you worked your butt off to whip a bunch of weak, untrained faunus into shape to fight for their lives at Haven, even though the didn't all trust you at the time." The rabbit girl didn't give Ilia a chance to deny anything. "I know that without you, a lot of those same faunus would have died if those bombs had been detonated at the academy, and even if they won't admit it, they all know it too."

The long eared girl really wished Ilia would turn and face her, if just so she could get a better idea of what was going through the other faunus' head right now. However from her current perspective, Ilia seemed unmoved by Carmella's words, so she just kept going.

"But... there are also things only I know about you, things that are just as important." This did manage to get Ilia to raise her head at least. "I know that on the boat ride to Mistral you helped out a poor, sick, weak stomached rabbit girl when she couldn't even walk back to her own room because she was so sick. Anyone else would have just left her to fend for herself, but you helped her, even though you had nothing to gain."

The long eared faunus wiped away her tears on her shoulder, still too afraid Ilia would leave if she let go of her. "And I know you saved that same stupid girl when she had a gun pointed in her face and she was too scared to move. Then, when it would have been easier just to ignore her, you offered to help her try and get stronger."

Carmella continued to keep the octopus like hold with everything she had, rooting the other faunus in place. "You gave that girl a chance. You... made her feel like her dream actually mattered." The rabbit girls tone became softer, "That's... that's what I think... and how dare you say that doesn't matter."

The brunette loosened her grip a bit, but only so she could pull herself closer to Ilia, holding her in some kind of awkward looking 'arm-hug' of sorts. "I believe- I know you're a good person, Ilia, even if the rumors are true. Because a bad person wouldn't be working so hard to try and be better, and definitely wouldn't look so sad if they suddenly believed they couldn't do it."

Carmella hadn't noticed while she was latched onto the pony tailed faunus, but Ilia's skin had begun to turn blue. Her entire body was rigged and stiff, she hardly even looked alive until she spoke, "Th-there's still a lot you don't know about me..."

"That's... probably true," the rabbit girl relented, "but maybe, someday, when you're ready, you can talk to me about that stuff too. I know it might be tough to trust someone you haven't known long, but you can take as long as you need. In the meantime, I'll just keep on trusting you."

The two faunus were silent for a long moment after that, the only sounds being the distant murmurs of the crowds in the marketplace.

The position Carmella was standing in was a little awkward and she began to feel strain in her neck, so she decided to rest her cheek on Ilia's shoulder. The chameleon faunus seemed to twitch a little at the contact, but made no protest, so the brunette didn't move, settling in right on top of the spots on the other girls arms. It was strange, she thought they'd feel tougher, or even a little scaley, but they weren't, they were just as smooth as the rest of Ilia's skin.

Suddenly, the rabbit girl felt one of the other faunus' hands wrap around her shoulder, pulling her even closer, and the two enjoyed a -honestly, rather uncomfortable looking- embrace.

They sat like that for a little longer, until Carmella finally decided to uncoil herself from the lizard girls arm. She wanted to trust Ilia, like she'd said, and so she had to believe that the spotted faunus would stay on her own.

The lizard girl still hadn't turned to face Carm, but after her colors slowly returned to normal, she finally said, "My arm was starting to fall asleep..."

Carmella gave an exhausted sounding chuckle, before wiping away the remaining wetness from her eyes and face with her hand. "Yeah, mine too," she said with a tiny smile, "but I warned you, I can be annoyingly persistent."

Ilia's body shuddered, in what could have been a laugh, a sob, or a mixture of both, before she finally turned to face the other faunus.

As soon as Carmella saw the expression on the spotted girls face, she felt her chest swell. In all her life, the young faunus had never seen such a beautiful smile. Ilia's face was beaming, a distinct pinkness emanating from the spots on her face and arms, her pale blue eyes still gleaming from the tears she'd been hiding, shining brightly even in the dim bit of light being cast into the side street the two of them where standing in.

"Thanks, Carm," Ilia said, genuine relief in her voice.

So many emotions surged through the overwhelmed rabbit faunus in that moment. Joy was the most prominent, it felt like the clouds had split apart in the sky and the suns glow was radiating onto every part of Carmella's body just at the sight of the girl before her. There was even a little bit of pride in there too, pride in herself being able to be there for someone she'd already began to consider a friend. However, the rabbit girl couldn't deny the presence of a less positive emotion inside herself, a feeling of guilt.

The young faunus thought back to less than an hour ago, after they'd wrapped up training, when she'd been so concerned with getting to date Ilia that she'd completely ignored the feelings of the girl she was so infatuated with. She'd been so blind to the turmoil her teacher was going through, too focused on her own selfish, baser instincts. Granted there had been no way she could have known what was going on in the other faunus head -short of mind reading- but now that the chameleon girls insecurities were out in the open, that hardly seemed like an decent excuse. So all the brunette's positive feelings had a twinge of bitter sweetness to them, but nothing felt worse than the realization she came to next.

It hurt to admit it to herself, but Carmella knew that the last thing someone in Ilia's current headspace needed was to be dating anyone.

No, what the pony tailed faunus needed right now was people to be there for her, friends to support her on her new path, not the pressure and expectations a romantic relationship required. Carmella had been there before, rushed into things with someone, and it hadn't ended well.

So the rabbit faunus decided to do what was best for Ilia, put her feelings aside for now, and help her friend through this difficult time. She already owed the chameleon girl so much, this was the least she could do.

And maybe one day, when Ilia was in a more emotionally stable place... well, who knows what could happen...

Carmella smiled back at her friend, hopeful for their future.

Suddenly a low gurgle echoed in the silence of that special moment. Ilia's smile fell into shock, and then embarrassment.

The rabbit girl giggled lightly at the other faunus' stomach growling. "Right, well," Carmella said, hands on her hips, "I'm pretty sure we passed a couple of food trucks on our way here. I'm sure there has to be at least one or two of them that probably won't give us food poisoning."

Ilia smirked. "Sure, that sounds like a fair gamble." The two began walking side by side back onto the main streets of Mistral. "Maybe if we're lucky we'll even find one still serving breakfast."

Carmella laughed in response. "That's the spirit!"

The long eared faunus was still a little sad about how things had worked out, she still really liked Ilia, none of the things revealed today had done anything to change that. At the same time though, just being able to see the other faunus' mood improved so much was enough to chase any one of those dark clouds away. If this was to be her place in Ilia's life, then Carm was more that happy to fill it.

"Hey Carmella?" the lizard girl suddenly said.

"Hm?" Carm hummed in response.

The spotted girl seemed fidget a bit as she walked, before muttering, "You... were never easy for me to ignore..."

With that cryptic remark, Ilia sped up a bit, outpacing the rabbit faunus next to her as Carmella tried to process this. Then she noticed the glowing pink spots on the other girl as she passed by and the brunettes face lit up with happiness.

Carmella's parents had often tried to instill the old adage, 'Good things cone to those who wait' in there daughters head. However, the energetic rabbit faunus was never good at the whole 'waiting' part.

But in this case, Carm was more than willing to give this whole 'patience' thing a try.

_**XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX**_

_**A/N- Alright that it! Like I said in the beginning part, I'll be taking a short break from this story to focus on my other one. But don't worry two whole people out there who read this, I'm sure the hiatus won't be any longer than the break I usually have between chapters! **_

_**I guess that's all. Oh wait! Remember to review! I love hearing from you guys!**_

_**Ok bye.**_


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